EX-25.1 8 a2181932zex-25_1.htm EXHIBIT 25.1
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EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)    o

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(State of incorporation
if not a U.S. national bank)		   95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
 
90017
(Zip code)

THERAVANCE, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)		   94-3265960
(I.R.S. employer identification no.)

901 Gateway Boulevard
South San Francisco, California
(Address of principal executive offices)
 
94080
(Zip code)

Convertible Subordinated Notes due 2015
(Title of the indenture securities)

\

1.
General information.    Furnish the following information as to the trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Name
   Address
Comptroller of the Currency
United States Department of the Treasury		   Washington, D.C. 20219

Federal Reserve Bank
 
San Francisco, California 94105

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429
    (b)
    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.
Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.
List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

    2.
    A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

    3.
    A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

    4.
    A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

    6.
    The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles and State of California, on the 8th day of January, 2008.

  THE BANK OF NEW YORK TRUST COMPANY, N.A.

 
By:
 
/s/  TERESA PETTA      
  Name:   TERESA PETTA
  Title:   VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

        At the close of business September 30, 2007, published in accordance with Federal regulatory authority instructions.

 
   Dollar Amounts
in Thousands
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin     11,268
  Interest-bearing balances     0
Securities:      
  Held-to-maturity securities     40
  Available-for-sale securities     115,996
Federal funds sold and securities purchased under agreements to resell:      
  Federal funds sold     49,900
  Securities purchased under agreements to resell     108,174
Loans and lease financing receivables:      
  Loans and leases held for sale     0
  Loans and leases, net of unearned income     0
  LESS: Allowance for loan and lease losses     0
  Loans and leases, net of unearned income and allowance     0
Trading assets     0
Premises and fixed assets (including capitalized leases)     12,972
Other real estate owned     0
Investments in unconsolidated subsidiaries and associated companies     0
Not applicable      
Intangible assets:      
  Goodwill     871,685
  Other Intangible Assets     308,586
Other assets     148,668
   
Total assets   $ 1,627,289
   

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LIABILITIES
 
 
 
Deposits:      
  In domestic offices     2,567
  Noninterest-bearing     2,567
  Interest-bearing     0
Not applicable      
Federal funds purchased and securities sold under agreements to repurchase:      
  Federal funds purchased     0
  Securities sold under agreements to repurchase     0
Trading liabilities     0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		     168,691
Not applicable      
Not applicable      
Subordinated notes and debentures     0
Other liabilities     148,215
Total liabilities     319,473
Minority interest in consolidated subsidiaries     0

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     1,000
Surplus (exclude all surplus related to preferred stock)     1,121,520
Retained earnings     184,893
Accumulated other comprehensive income     403
Other equity capital components     0
Total equity capital     1,307,816
   
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)     1,627,289
   

        I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

  Karen Bayz )   Vice President

        We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

  Michael K. Klugman, President )    
  Frank P. Sulzberger, MD )   Directors (Trustees)
  William D. Lindelof, VP )    

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