X0306 4 2018-03-02 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 2018-03-02 4 A 0 74444 0 A 309917 D Includes 24,814 shares of common stock granted pursuant to a time-based restricted stock award (RSA). Twenty-five percent of the shares subject to the RSA shall vest on February 20, 2019, and 6.25% of the shares subject to the RSA shall vest quarterly thereafter on the Issuer's standard vesting dates until February 20, 2022, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. Includes shares of common stock granted pursuant to a performance-based restricted stock award (PSA). The shares vest pursuant to the PSA over a three-year period upon, and subject to a formula related to, the Issuer's achievement of certain levels of relative total shareholder return (TSR). The "target" number of shares that may vest is 24,815, but the actual number of shares that may vest will range from 0 to 49,630 shares based on the Issuer's relative TSR over the performance period. Subject to achievement of the performance-based vesting conditions, the shares eligible to vest based on achievement will vest on February 20, 2021 provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. George Abercrombie 2018-03-06