X0306 4 2018-02-20 0 0001080014 Innoviva, Inc. INVA 0001485939 ABERCROMBIE GEORGE B 2000 SIERRA POINT PARKWAY SUITE 500 BRISBANE CA 94005 0 1 0 0 Sr. VP & Chief Comm. Officer Common Stock 2018-02-20 4 F 0 15500 16.44 D 243473 D Common Stock 2018-02-21 4 S 0 8000 16.5125 D 235473 D The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants. This sale was effected for tax planning purposes pursuant to the Reporting Person's Rule 10b5-1 Trading Plan dated September 20, 2017. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.31 to $16.63, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. Includes 322 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on November 15, 2017. George Abercrombie 2018-02-22