perceived uncertainties as to future direction may result in
the loss of potential acquisitions, collaborations or other
strategic opportunities, and may make it more difficult to
attract and retain qualified personnel and business partners;

if individuals are elected to our Board of Directors with a
specific agenda, it may adversely affect our ability to
effectively and timely implement our strategic plan and create
additional value for our stockholders; and

if individuals are elected to our Board of Directors who do not
agree with our strategic plan, the ability of our Board of
Directors to function effectively could be adversely affected,
which could in turn adversely affect our business, operating
results and financial condition.

Uncertainties related to, or the results of, such actions could
cause our stock price to experience periods of volatility.

In addition, under certain circumstances arising out of or
related to a proxy contest or threatened proxy contest or the
nomination of directors by an activist stockholder, a change in
the composition of our Board of Directors may (1)trigger the
requirement that we make an offer to repurchase all of our
outstanding 2.125% Convertible Subordinated Notes due 2023 (the
Notes) at a price equal to 50% of the principal and unpaid
interest on such Notes, (2)constitute a change in control under
the terms of our severance plans, which provide for payment of
severance if a covered executive officer is subject to an
involuntary termination within 3 months prior to or 24 months
after a change in control of the Company and (3)constitute a
change in control under the terms of certain of the Companys
equity award grants and equity plans for its employees, and
depending on the terms of the award or plan, may result in the
accelerated vesting of such award. In the event we were
required to offer to repurchase all of the Notes, which as of
December31, 2016 had an aggregate outstanding principal of
approximately $241.0 million, we would be required to obtain
additional financing. As of December31, 2016, we had cash, cash
equivalents, and marketable securities of $150.4million. We
cannot assure stockholders that we would be able to timely
obtain such financing on commercially reasonable terms, if at
all. To the extent that additional capital is raised through
the sale of equity or equity-linked securities, the issuance of
those securities could result in substantial dilution for our
current stockholders and the terms may include liquidation or
other preferences that adversely affect the rights of our
current stockholders. Furthermore, the issuance of additional
securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our common
stock to decline and existing stockholders may not agree with
our financing plans or the terms of such financings. We also
could be required to seek funds through arrangements with
partners or otherwise that may require us to relinquish rights
to our intellectual property, our product candidates or
otherwise agree to terms unfavorable to us. The occurrence of
any of the foregoing events could materially adversely affect
our business

Important Additional Information and Where to Find
It

The Company, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with
the Companys 2017 annual meeting of stockholders (the 2017
Annual Meeting). On March7, 2017, the Company filed a
preliminary proxy statement with the U.S. Securities and
Exchange Commission (the SEC) in connection with the
solicitation of proxies for the 2017 Annual Meeting. Prior to
the 2017 Annual Meeting, the Company will furnish a definitive
proxy statement to its stockholders (the 2017 Proxy Statement),
together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO
READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of
these potential participants and their direct or indirect
interests, by security holdings or otherwise, is set forth in
the preliminary proxy statement for the 2017 Annual Meeting and
will be set forth in the 2017 Proxy Statement and other
materials to be filed with the SEC in connection with the 2017
Annual Meeting.

Stockholders will be able to obtain, free of charge, copies of
the 2017 Proxy Statement, any amendments or supplements thereto
and any other documents (including the WHITE proxy card) when
filed by the Company with the SEC in connection with the 2017
Annual Meeting at the SECs website (http://www.sec.gov), at the
Companys website (http://investor.inva.com/sec.cfm), by email
at [email protected] or by mail at Innoviva,Inc.,
Attn: Investor Relations, 2000 Sierra Point Parkway, Suite500,
Brisbane, California 94005. In addition, copies of the proxy
materials, when available, may be requested from the Companys
proxy solicitor,Innisfree MA Incorporated at 501 Madison Ave,
20th Floor, New York, NY 10022 or toll-free at (888) 750-5834.

Safe Harbor for Forward-Looking Statements

This document contains certain forward-looking statements as
that term is defined in the Private Securities Litigation
Reform Act of 1995 regarding, among other things, statements
relating to Innovivas engagement with Sarissa. Innoviva intends
such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in
Section21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
involve substantial risks, uncertainties and assumptions. These
statements are based on the current estimates and assumptions
of the management of Innoviva as of the date of this document
and are subject to risks, uncertainties, changes in
circumstances, assumptions and other factors that may cause the
actual results of Innoviva to be materially different from
those reflected in the forward-looking statements. Risks
affecting Innoviva are described under the headings Risk
Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in Innovivas
Annual Report on Form10-K for the year ended December31, 2016,
which is on file with the SEC and available on the SECs website
at www.sec.gov. In addition to the risks described above and in
Innovivas other filings with the SEC, other unknown or
unpredictable factors also could affect Innovivas results. Past
performance is not necessarily indicative of future results. No
forward-looking statements can be guaranteed and actual results
may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Innoviva assumes no obligation to
update its forward-looking statements on account of new
information, future events or otherwise, except as required by
law.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits