UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported):  July 20, 2007

THERAVANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

901 Gateway Boulevard

South San Francisco, California 94080

(650) 808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01        Other Events.

On July 20, 2007, Theravance, Inc. sent a Notification of Put Right (“Notification of Put Right”) to holders of its Common Stock and published the Notification of Put Right in The Wall Street Journal.

A copy of the Notification of Put Right is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits

(d) Exhibits.

99.1       Notification of Put Right

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Notification of Put Right
to Holders of Common Stock of Theravance, Inc.

July 20, 2007

As a holder of common stock (the “Common Shares”) of Theravance, Inc. (“Theravance”), you have the right under the Restated Certificate of Incorporation of Theravance, as amended (the “Restated Certificate”) to require Theravance to purchase up to fifty percent (50%) of the Common Shares (the “Put Right”) held by you for $19.375 in cash per Common Share during the period from August 1, 2007 until 5:00 p.m. Eastern Daylight Time on September 12, 2007 (the “Put Period”).  The deadline of 5:00 p.m. Eastern Daylight Time on September 12, 2007 may be extended through public announcement by Theravance to the extent required to comply with United States federal securities laws.

The amount to be paid by Theravance for the Common Shares for which the Put Right is properly exercised is $19.375 per Common Share.

In order to exercise your Put Right, you must validly deliver your Common Shares, together with a properly completed and executed letter of transmittal, to The Bank of New York (“BNY”), no later than 5:00 p.m. Eastern Daylight Time on September 12, 2007.  Definitive offering and related documents, including a letter of transmittal, as well as detailed instructions on how to validly deliver your Common Shares, will be mailed to stockholders on or about August 1, 2007.  BNY shall serve as depositary for the transaction, and its address is P.O. Box 11248, Church Street Station, New York, New York 10286-1248.

On July 16, 2007, the reported closing price of the Common Shares on The Nasdaq Global Market was $32.77.  Holders of Common Shares are urged to obtain a current market quotation for the Common Shares before they make their decision whether or not to exercise the Put Right during the Put Period.

THIS COMMUNICATION IS FOR NOTIFICATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY COMMON SHARES.  DEFINITIVE OFFERING AND RELATED DOCUMENTS, IN THE FORM OF TENDER OFFER DOCUMENTATION, WILL BE DISTRIBUTED TO HOLDERS OF COMMON SHARES IN CONNECTION WITH THE COMMENCEMENT OF THE PUT PERIOD ON AUGUST 1, 2007.  THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION INCLUDING A NOTICE OF PUT RIGHT CONTAINING THE TERMS OF THE PUT RIGHT AND THE PRESCRIBED MANNER FOR EXERCISING SUCH RIGHT.  THERAVANCE EXPECTS TO MAIL THESE DOCUMENTS TO THERAVANCE STOCKHOLDERS ON OR ABOUT AUGUST 1, 2007.  HOLDERS OF COMMON SHARES SHOULD REVIEW THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE.  THESE DOCUMENTS WILL BE AVAILABLE FREE OF CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV AND WILL ALSO BE AVAILABLE UPON REQUEST, FREE OF CHARGE, BY CONTACTING THERAVANCE INVESTOR RELATIONS AT (650) 808-4100.