-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDnUdAuf+XigKCqwFkys6rbR2te4C970eS88fw9M9Omte+4WGPT4CfCrihQjLoD2 ZbdYWZj4Y1crerX19Hh5gQ== 0001179110-09-009524.txt : 20090611 0001179110-09-009524.hdr.sgml : 20090611 20090611193725 ACCESSION NUMBER: 0001179110-09-009524 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090601 FILED AS OF DATE: 20090611 DATE AS OF CHANGE: 20090611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brinkley David L CENTRAL INDEX KEY: 0001302445 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30319 FILM NUMBER: 09888012 MAIL ADDRESS: STREET 1: 901 GATEWAY BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: THERAVANCE INC CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943265960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508086000 MAIL ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 3 1 edgar.xml FORM 3 - X0203 3 2009-06-01 0 0001080014 THERAVANCE INC THRX 0001302445 Brinkley David L THERAVANCE, INC. 901 GATEWAY BOULEVARD SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Head of Business Dev. Common Stock 14413 D Stock Option (Right to Buy) 8.53 2010-06-17 Common Stock 76032 D Stock Option (Right to Buy) 8.53 2012-02-24 Common Stock 38271 D Stock Option (Right to Buy) 3.10 2013-01-24 Common Stock 30037 D Stock Option (Right to Buy) 9.69 2014-03-29 Common Stock 96773 D Stock Option (Right to Buy) 18.37 2015-02-09 Common Stock 16129 D Stock Option (Right to Buy) 29.65 2016-02-07 Common Stock 16129 D Stock Option (Right to Buy) 34.00 2017-02-13 Common Stock 16129 D Stock Option (Right to Buy) 6.15 2018-11-30 Common Stock 100000 D Immediately exercisable. The option becomes exercisable for the shares in a series of 48 equal monthly installments. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee remains in continuous service through such date. The option may be exercised with respect to the first 25% of the shares subject to this option when optionee completes 12 months of continuous service after the grant date. This option may be exercised with respect to an additional 1/48th of the shares subject to this option when optionee completes each month of continuous service thereafter. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee has remained in continuous service through such date. Bradford J. Shafer as Attorney-in-Fact 2009-06-11 EX-24.TXT 2 brinkley-poa.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Shawn Lampron, Bradford Shafer and Heather Shane , with full power of substitution, as the undersigned's true and lawful attorneys-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% stockholder of Theravance, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite,necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company,unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of June, 2009. /s/ David Brinkley -----END PRIVACY-ENHANCED MESSAGE-----