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As filed with the Securities and Exchange Commission on October 5, 2004

Registration No.                        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

THERAVANCE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   94-3265960
(IRS Employer
Identification No.)

901 Gateway Boulevard
South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)

THERAVANCE, INC.
2004 Equity Incentive Plan
2004 Employee Stock Purchase Plan
(Full title of the Plans)

BRADFORD J. SHAFER
Senior Vice President, General Counsel and Secretary
THERAVANCE, INC.
901 Gateway Boulevard
South San Francisco, California 94080
(Name and address of agent for service)

(650) 808-6000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
   Amount to be
Registered(1)
   Proposed Maximum
Offering Price
per Share(2)
   Proposed Maximum
Aggregate
Offering Price(2)
   Amount of
Registration Fee
Rights to Purchase Common Stock   13,359,745   N/A   N/A   N/A
Common Stock, $0.01 par value   13,359,745 shares   $16.00   $213,755,920   $27,082.88
(1)
This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2004 Equity Incentive Plan and 2004 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Theravance, Inc.

(2)
Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the fair market value per share of Common Stock of Theravance, Inc. on October 4, 2004.

(3)
Includes 9,334,745 shares subject to options outstanding under the predecessor 1997 Stock Plan and Long-Term Stock Option Plan.


PART II

Information Required in the Registration Statement


Item 3.    Incorporation of Documents by Reference

        Theravance, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"):

        All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.


Item 4.    Description of Securities

        Not Applicable.


Item 5.    Interests of Named Experts and Counsel

        Not Applicable.


Item 6.    Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the 1933 Act. The Registrant's Bylaws provide for mandatory indemnification of its directors and permissible indemnification of officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant's Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Registrant has entered into Indemnification Agreements with its

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directors. The Indemnification Agreements provide the Registrant's directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law.

Item 7.    Exemption from Registration Claimed

        Not Applicable.


Item 8.    Exhibits

Exhibit Number
   Exhibit
4   Instrument Defining Rights of Stockholders. Reference is made to Theravance, Inc.'s Registration Statement No. 000-30319 on Form 8-A, which is incorporated herein by reference under Item 3(d) of this Registration Statement.

5
 
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

23.1
 
Consent of Independent Registered Public Accounting Firm.

23.2
 
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.

24
 
Power of Attorney. Reference is made to page II-4 of this Registration Statement.


Item 9.    Undertakings

        A.    The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 2004 Equity Incentive Plan and 2004 Employee Stock Purchase Plan.

        B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        C.    Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the

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payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California on this 4th day of October, 2004.

    THERAVANCE, INC.

 
 
By:
/s/  RICK E WINNINGHAM      
Rick E Winningham
Chief Executive Officer and Director


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Theravance, Inc., a Delaware corporation, do hereby constitute and appoint Rick E Winningham, Bradford J. Shafer and Marty Glick, and any of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
   Title
   Date
/s/  RICK E WINNINGHAM      
Rick E Winningham		   Chief Executive Officer and Director (Principal Executive Officer)   October 4, 2004

/s/  MARTY GLICK      
Marty Glick
 
Executive Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
 
October 4, 2004

/s/  P. ROY VAGELOS      
P. Roy Vagelos, M.D.
 
Chairman of the Board
 
September 27, 2004
         

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/s/  JULIAN C. BAKER      
Julian C. Baker
 
Director
 
October 4, 2004

/s/  JEFFREY M. DRAZAN      
Jeffrey M. Drazan
 
Director
 
September 27, 2004

/s/  ROBERT V. GUNDERSON, JR.      
Robert V. Gunderson, Jr.
 
Director
 
October 4, 2004

/s/  ARNOLD J. LEVINE      
Arnold J. Levine, Ph.D.
 
Director
 
October 4, 2004

/s/  RONN C. LOEWENTHAL      
Ronn C. Loewenthal
 
Director
 
September 27, 2004

/s/  MICHAEL G. MULLEN      
Michael G. Mullen
 
Director
 
September 27, 2004

/s/  WILLIAM H. WALTRIP      
William H. Waltrip
 
Director
 
October 4, 2004

/s/  GEORGE M. WHITESIDES      
George M. Whitesides, Ph.D.
 
Director
 
September 27, 2004

/s/  WILLIAM D. YOUNG      
William D. Young
 
Director
 
September 27, 2004

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EXHIBIT INDEX

Exhibit
Number
   Exhibit
4   Instrument Defining Rights of Stockholders. Reference is made to Theravance, Inc.'s Registration Statement No. 000-30319 on Form 8-A, which is incorporated herein by reference under Item 3(d) of this Registration Statement.

5
 
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

23.1
 
Consent of Independent Registered Public Accounting Firm.

23.2
 
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.

24
 
Power of Attorney. Reference is made to page II-4 of this Registration Statement.



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PART II Information Required in the Registration Statement
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX