UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported):  July 20, 2007

THERAVANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

901 Gateway Boulevard

South San Francisco, California 94080

(650) 808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01        Other Events.

On July 20, 2007, Theravance, Inc. sent a Notification of Put Right (“Notification of Put Right”) to holders of its Common Stock and published the Notification of Put Right in The Wall Street Journal.

A copy of the Notification of Put Right is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits

(d) Exhibits.

99.1       Notification of Put Right

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THERAVANCE, INC.
Date: July 20, 2007	By:	/s/ Bradford J. Shafer
		Bradford J. Shafer
		Senior Vice President and General Counsel

 

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EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Notification of Put Right.

 

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