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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2017
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

        As disclosed in our Current Report on Form 8-K, filed with the SEC on April 26, 2017, on April 20, 2017, Sarissa Capital Domestic Fund LP and certain of its affiliates (together, "Sarissa") filed a Verified Complaint Pursuant to Section 225 of the Delaware General Corporation Law and for Specific Performance in the Delaware Court of Chancery, captioned Sarissa Capital Domestic Fund LP, et al. v. Innoviva, Inc., C.A. No. 2017-0309-JRS. Sarissa alleged that it had entered into a binding agreement to settle its proxy contest in exchange for the inclusion of each of George W. Bickerstaff, III and Odysseas Kostas, M.D. on our Board of Directors and Sarissa sought specific performance of the alleged agreement. Following trial, in December 2017, the Court issued a final judgement in favor of Sarissa, and the Company expanded our Board of Directors from six to eight members and added Dr. Kostas and Mr. Bickerstaff as directors.

        From time to time, we may also be involved in legal proceedings in the ordinary course of business.

Operating Lease and Lease Guarantee

        In 2014, our facility leases in South San Francisco, California were assigned to Theravance Biopharma, Inc. However, if Theravance Biopharma, Inc. were to default on its lease obligations, we have in substance guaranteed the lease payments for these facilities. We would also be responsible for lease-related payments including utilities, property taxes, and common area maintenance, which may be as much as the actual lease payments. As of December 31, 2017, the total remaining lease payments, which run through May 2020, were $15.6 million. The carrying value of this lease guarantee was $0.8 million as of December 31, 2017 and is reflected in other long-term liabilities in our consolidated balance sheet. Amortization on the lease guarantee commenced in 2016 and amortization amount for the years ended December 31, 2017 and 2016 was $0.3 million and $0.2 million, respectively.

        Minimum lease payments on our corporate headquarters as of December 31, 2017 are as follows:

                                                                                                                                                                                    

(In thousands)

 

 

 

Years ending December 31:

 

 

 

 

2018

 

$

392

 

2019

 

 

403

 

2020

 

 

416

 

2021

 

 

428

 

2022

 

 

441

 

Thereafter

 

 

201

 

​  

​  

Total

 

$

2,281

 

​  

​  

​  

​  

Guarantees and Indemnifications

        We indemnify our officers and directors for certain events or occurrences, subject to certain limits. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recognized any liabilities relating to these agreements as of December 31, 2017.