X0306 4 2014-01-23 0 0001080014 THERAVANCE INC THRX 0001597334 PASQUALONE FRANK 901 GATEWAY BLVD SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Sr. Vice President, Operations Common Stock 2014-01-23 4 A 0 20000 0 A 20000 D Stock Option (Right to Buy) 38.24 2014-01-23 4 A 0 150000 0 A 2024-01-22 Common Stock 150000 150000 D This option shall vest and become exercisable as follows: (a) with respect to the first 25% of the shares of the Company's Common Stock subject to the option when optionee completes 12 months of continuous service after the vesting commencement date of February 3, 2014 and (b) with respect to an additional 1/48th of the shares of the Company's Common Stock subject to the 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 vesting commencement date provided optionee has remained in continuous service with the Company through such date. Frank Pasqualone 2014-01-27