INVA / Innoviva, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Innoviva Reports Second Quarter 2025 Financial Results; Highlights Recent Company Progress Strong royalties portfolio performance with $67.3 million in revenue IST achieved U.S. net product sales of $29.0 million, reflecting 54% year-over-year growth

Exhibit 99.1 Innoviva Reports Second Quarter 2025 Financial Results; Highlights Recent Company Progress Strong royalties portfolio performance with $67.3 million in revenue IST achieved U.S. net product sales of $29.0 million, reflecting 54% year-over-year growth ZEVTERA (ceftobiprole medocaril sodium, for injection) launched in the U.S. Zoliflodacin NDA accepted by FDA with Priority Review; PDUFA

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): August 6, 2025 INNOVIVA, INC. (Exac

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): August 6, 2025 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

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): May 19, 2025 INNOVIVA, INC. (Exact

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): May 19, 2025 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

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): May 7, 2025 INNOVIVA, INC. (Exact N

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): May 7, 2025 INNOVIVA, INC.

Innoviva Reports First Quarter 2025 Financial Results; Highlights Recent Company Progress Core royalty platform maintained strong performance, generating $61.3 million in revenue Innoviva Specialty Therapeutics achieved U.S. net product sales of $26.

Exhibit 99.1 Innoviva Reports First Quarter 2025 Financial Results; Highlights Recent Company Progress Core royalty platform maintained strong performance, generating $61.3 million in revenue Innoviva Specialty Therapeutics achieved U.S. net product sales of $26.4 million for the first quarter, reflecting 52% year-over-year growth Continued momentum across therapeutics platform with regulatory sub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-3031

Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. at December 31, 2024 and 2023 and for the two years ended December 31, 2024

Exhibit 99.1 ARMATA PHARMACEUTICALS, INC. INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Armata Pharmaceuticals, Inc. Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP; San Diego, CA; PCAOB ID: 42) 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 4 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 5 Consolidated Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30319 INNOVIVA, INC. (Ex

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Advanced Medicine East, Inc Delaware 100% Innoviva Strategic Partners LLC Delaware 100% Innoviva Royalty Sub LLC Delaware 100% Innoviva TRC Holdings LLC Delaware 100% Innoviva Strategic Opportunities LLC Delaware 100% ISP Fund LP Delaware 100% Innoviva Specialty Therapeutics Holdings LLC Delaware 100% Innoviva Specialty Therape

Innoviva Reports Fourth Quarter and Full Year 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continues to deliver with GSK royalties of $66.0 million for the fourth quarter and $255.6 million for the full year Innovi

Exhibit 99.1 Innoviva Reports Fourth Quarter and Full Year 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continues to deliver with GSK royalties of $66.0 million for the fourth quarter and $255.6 million for the full year Innoviva Specialty Therapeutics achieved U.S. net product sales of $24.9 million for the fourth quarter and $80.9 million for the full year, re

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2025 INNOVIVA, INC.

Amended and Restated Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities (effective as of March 15, 2023)

Exhibit 19 Innoviva, Inc. AMENDED AND RESTATED INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Securities Effective as of September 1, 2016 And As Amended Through March 15, 2023 TABLE OF CONTENTS Page INTRODUCTION 1 Legal prohibitions on insider trading 1 Detection and prosecution of insider trading 1 Penalties for violation of insider trading laws and this Policy 1 C

Exhibit 99.2

EX-99.2 3 ef20038691ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Execution Version THIRD AMENDMENT TO SECURED CONVERTIBLE CREDIT AND SECURITY AGREEMENT THIRD AMENDMENT TO SECURED CONVERTIBLE CREDIT AND SECURITY AGREEMENT, dated as of November 12, 2024 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Cred

Exhibit 99.1

EX-99.1 2 ef20038691ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Execution Version SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of November 12, 2024 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “

ARMP / Armata Pharmaceuticals, Inc. / Innoviva, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 ef20038691sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-109

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOV

Innoviva Reports Third Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continued strong performance, receiving GSK royalties of $60.5 million with 6% year-over-year growth Innoviva Specialty Therapeutics’ (IST

Exhibit 99.1 Innoviva Reports Third Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continued strong performance, receiving GSK royalties of $60.5 million with 6% year-over-year growth Innoviva Specialty Therapeutics’ (IST) marketed portfolio achieved U.S. net product sales of $19.7 million, reflecting 68% year-over-year growth BURLINGAME, Calif. – November

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2024 INNOVIVA, INC.

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September 26, 2024 VIA EDGAR Mr. Frank Wyman Mr. Daniel Gordon Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Innoviva, Inc. Form 10-K for the fiscal year ended December 31, 2023 Filed February 29, 2024 File No. 000-30319                Dear Mr. Wyman and Mr. Gordon: On behalf of Innoviva, Inc. (the “Compa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 31, 2024 INNOVIVA, INC.

Innoviva Reports Second Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continued strong performance, receiving GSK royalties of $67.2 million Innoviva Specialty Therapeutics’ (IST) marketed portfolio grew 38%

Exhibit 99.1 Innoviva Reports Second Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform continued strong performance, receiving GSK royalties of $67.2 million Innoviva Specialty Therapeutics’ (IST) marketed portfolio grew 38% year-over-year, achieving net product sales of $21.7 million Important treatment guidelines and guidance updates recognized our key prod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

Submission of Matters to a Vote of Security Holders

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): June 17, 2024 INNOVIVA, INC.

Corporate Presentation May 2024

Exhibit 99.1 Corporate Presentation May 2024 Forward - looking statements The information in this presentation contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Act”). Such forward looking statements in vol ve substantial risks, uncertainties and assump

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 13, 2024 INNOVIVA, INC.

INVA / Innoviva, Inc. / FRANKLIN RESOURCES INC Passive Investment

inno24in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 45781M101 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Innoviva, Inc.1 (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 45781M101 (CUSIP Number) April 30, 2024 (Date of Event Which Requir

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2024 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

Innoviva Reports First Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform on track; receiving GSK royalties of $61.9 million Achieved net product revenues of $19.1 million, representing 66% year-over-year growth

Exhibit 99.1 Innoviva Reports First Quarter 2024 Financial Results; Highlights Recent Company Progress Core royalty platform on track; receiving GSK royalties of $61.9 million Achieved net product revenues of $19.1 million, representing 66% year-over-year growth driven by launch of XACDURO® and growth of key core product GIAPREZA® Strong pipeline progress: positive Phase 3 zoliflodacin clinical tr

INVA / Innoviva, Inc. / FRANKLIN RESOURCES INC Activist Investment

inno24in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 45781M101 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Innoviva, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 45781M101 (CUSIP Number) April 30, 2024 (Date of Event Which Require

Current Report

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): April 29, 2024 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. at December 31, 2023 and 2022 and for the two years ended December 31, 2023

Exhibit 99.1 ARMATA PHARMACEUTICALS, INC. INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Armata Pharmaceuticals, Inc. Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP; San Diego, CA; PCAOB ID: 42) 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 4 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 5 Consolidated Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-3031

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-3031

ARMP / Armata Pharmaceuticals, Inc. / Innoviva, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 ef20023182sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-109

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Advanced Medicine East, Inc Delaware 100% Innoviva Strategic Partners LLC Delaware 100% Innoviva Royalty Sub LLC Delaware 100% Innoviva TRC Holdings LLC Delaware 100% Innoviva Strategic Opportunities LLC Delaware 100% ISP Fund LLP Delaware 100% Innoviva Specialty Therapeutics Holdings LLC Delaware 100% Innoviva Specialty Therap

Innoviva Reports Fourth Quarter and Full Year 2023 Financial Results; Highlights Recent Company Progress Core royalty platform on track; received GSK royalties of $69.6 million for fourth quarter Achieved net product revenues of $19.7 million for the

Exhibit 99.1 Innoviva Reports Fourth Quarter and Full Year 2023 Financial Results; Highlights Recent Company Progress Core royalty platform on track; received GSK royalties of $69.6 million for fourth quarter Achieved net product revenues of $19.7 million for the fourth quarter of 2023 representing 35% year on year growth Strong pipeline progress in 2023: Approval and launch of first pathogen targ

Innoviva Clawback Policy (effective as of October 2, 2023)

Exhibit 97 INNOVIVA, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Purpose. The purpose of this Policy is to describe the circumstances in which Executives will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30319 INNOVIVA, INC. (Ex

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 29, 2024 INNOVIVA, INC.

INVA / Innoviva, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01188-innovivainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Innoviva Inc Title of Class of Securities: Common Stock CUSIP Number: 45781M101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

INVA / Innoviva, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Innoviva Inc (Name of Issuer) Common Stock (Title of Class of Securities) 45781M101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

As filed with the Securities Exchange Commission on November 13, 2023

As filed with the Securities Exchange Commission on November 13, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) INNOVIVA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities. Security Type Security Class Title Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share (2) Proposed maximum aggregate offering price(2) Fee Rate Amount of registration fee Equity Common Sto

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): November 6, 2023 INNOVIVA, INC. (Ex

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): November 6, 2023 INNOVIVA, INC.

Zoliflodacin Phase 3 clinical trial topline data November 2, 2023

Exhibit 99.1 Zoliflodacin Phase 3 clinical trial topline data November 2, 2023 Top line summary: positive zoliflodacin Phase 3 results 1 – WHO global antimicrobial resistance suveillance. Lancet Microbe 2021; 2: e627 – 36 2 – Lancet 2023; 9: e332 - 33 2 • An estimated 82 million patients contract gonorrhea each year 1 , with rising rates of resistance to standard of care regimens in many countries

Innoviva Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $57.0 million and net product revenues of $13.7 million in the third quarter of 2023 Launched first-in-class therapy XACDURO® for t

Exhibit 99.1 Innoviva Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $57.0 million and net product revenues of $13.7 million in the third quarter of 2023 Launched first-in-class therapy XACDURO® for treatment of hospital-acquired bacterial pneumonia and ventilator-associated bacterial pneumonia caused by susceptible strains of Acinetob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOV

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): November 1, 2023 INNOVIVA, INC. (Ex

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): November 1, 2023 INNOVIVA, INC.

Innoviva Appoints Stephen Basso as Chief Financial Officer

Exhibit 99.1 Innoviva Appoints Stephen Basso as Chief Financial Officer BURLINGAME, Calif., August 25, 2023 – Innoviva, Inc. (NASDAQ: INVA) (“Innoviva” and “the Company”), a diversified holding company with a portfolio of royalties and other healthcare assets, today announced the appointment of Stephen Basso as its Chief Financial Officer, effective August 21, 2023. “We are excited to welcome Step

Offer Letter between Innoviva, Inc. and Stephen Basso dated July 28, 2023

Exhibit 10.1 Execution Version July 28, 2023 Stephen Basso BY EMAIL Re: Employment Offer Letter Agreement Dear Stephen, The purpose of this letter is to set forth the terms of the mutual understanding between Innoviva, Inc. (the “Company” or “Innoviva”) and you regarding the details of your employment with the Company. Your employment with the Company hereunder will commence on a date mutually agr

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): August 21, 2023 INNOVIVA, INC. (Exa

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): August 21, 2023 INNOVIVA, INC.

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): August 2, 2023 INNOVIVA, INC. (Exac

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): August 2, 2023 INNOVIVA, INC.

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): August 2, 2023 INNOVIVA, INC. (Exac

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): August 2, 2023 INNOVIVA, INC.

Innoviva Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $65.7 million, net product revenues of $15.7 million and license revenue of $3.0 million in the second quarter of 2023 Received FD

Exhibit 99.1 Innoviva Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $65.7 million, net product revenues of $15.7 million and license revenue of $3.0 million in the second quarter of 2023 Received FDA approval for XACDURO® for treatment of hospital-acquired bacterial pneumonia and ventilator-associated bacterial pneumonia caused by su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

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 10, 2023 INNOVIVA, INC. (Exact

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 10, 2023 INNOVIVA, INC.

ARMP / Armata Pharmaceuticals Inc / Innoviva, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 Attention: Pavel Raifeld Chief Executive

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): May 22, 2023 INNOVIVA, INC. (Exact

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): May 22, 2023 INNOVIVA, INC.

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): May 24, 2023 INNOVIVA, INC. (Exact

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): May 24, 2023 INNOVIVA, INC.

Corporate Presentation May 2023

Exhibit 99.1 Corporate Presentation May 2023 Forward-looking statementsThe information in this presentation contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Act"). Such forward looking statements involve substantial risks, uncertainties and assumptions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

INVA / Innoviva Inc / Sarissa Capital Management LP - SCHEDULE 13D/A, AMENDMENT #3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Innoviva, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 45781M101 (CUSIP Number) Mark DiPaolo Senior Partner and General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2023 INNOVIVA, INC.

Innoviva Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $60.3 million, net product revenues of $11.5 million and license revenue of $8.0 million in the first quarter of 2023 Repurchased $

Exhibit 99.1 Innoviva Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress Received GSK royalties of $60.3 million, net product revenues of $11.5 million and license revenue of $8.0 million in the first quarter of 2023 Repurchased $40.3 million of common stock and paid off $96.2 million of 2023 convertible notes BURLINGAME, Calif. – May 9, 2023 – Innoviva, Inc. (NASD

Transition Agreement between Larry Edwards and Innoviva Specialty Therapeutics, Inc., dated February 23, 2023, and Release of Claims form signed by Larry Edwards, dated April 5, 2023

Exhibit 10.1 February 23, 2023 Larry Edwards Via Electronic Delivery Re: Transition Agreement Dear Larry, This letter agreement (this “Agreement”) is intended to confirm our mutual understanding with respect to your employment with Innoviva Specialty Therapeutics, Inc. (the “Company”) from and after the date hereof (the “Effective Date”). Reference is made to that certain (i) letter agreement, dat

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): April 28, 2023 INNOVIVA, INC. (Exac

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): April 28, 2023 INNOVIVA, INC.

Innoviva Announces Retirement of Board Chairman

EX-99.1 Exhibit 99.1 Innoviva Announces Retirement of Board Chairman BURLINGAME, Calif.–(BUSINESS WIRE)– Innoviva, Inc. (NASDAQ: INVA) (“Innoviva” and “the Company”) and George Bickerstaff, III, Chairman of the Board of Directors of the Company (the “Board”) today announced that Mr. Bickerstaff would not stand for reelection at the Company’s 2023 Annual Meeting. Following the Meeting, assuming tha

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): April 28, 2023 INNOVIVA, INC. (Exac

DEFA14A 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): April 28, 2023 INNOVIVA, INC.

2023 Employee Stock Purchase Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. at December 31, 2022 and 2021 and for the two years ended December 31, 2022

Exhibit 99.1 ARMATA PHARMACEUTICALS, INC. INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Armata Pharmaceuticals, Inc. Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP; San Diego, CA; PCAOB ID: 42) 2 Consolidated Balance Sheets as of December 31, 2022 and 2021 4 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 5 Consolidated Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30319

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Advanced Medicine East, Inc Delaware 100% Innoviva Strategic Partners LLC Delaware 100% Innoviva Royalty Sub LLC Delaware 100% Innoviva TRC Holdings LLC Delaware 100% Innoviva Strategic Opportunities LLC Delaware 100% ISP Fund LLP Delaware 100% Innoviva Specialty Therapeutics Holdings LLC Delaware 100% Innoviva Specialty Therap

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): February 28, 2023 INNOVIVA, INC. (E

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): February 28, 2023 INNOVIVA, INC.

Innoviva Reports Fourth Quarter 2022 Financial Results and Highlights Recent Company Progress

Exhibit 99.1 Innoviva Reports Fourth Quarter 2022 Financial Results and Highlights Recent Company Progress • Royalties of $54.7 million in the fourth quarter of 2022 for RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA® • Net product sales of $14.6 million in the fourth quarter of 2022 for GIAPREZA® and XERAVA® • $100 million share repurchase program initiated in the fourth quarter of 2022 • Sapna Srivas

INVA / Innoviva Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01148-innovivainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Innoviva Inc. Title of Class of Securities: Common Stock CUSIP Number: 45781M101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule

INVA / Innoviva Inc / WESTFIELD CAPITAL MANAGEMENT CO LP - WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INNOVIVA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45781M101 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

ARMP / Armata Pharmaceuticals Inc / Innoviva, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 Attention: Pavel Raifeld Chief Executive

Amended and Restated Bylaws, amended and restated as of January 1, 2023

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF INNOVIVA, INC. A DELAWARE CORPORATION (Amended and Restated Effective January 1, 2023) TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 1.1 Delaware Office 1 1.2 Other Offices 1 1.3 Books and Records 1 ARTICLE II STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meeting 1 2.3 Place of Meeting 1 2.4 Notice of Meeting 2 2.5 Quorum and Adjournment

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 1, 2023 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOV

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): November 9, 2022 INNOVIVA, INC. (Ex

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): November 9, 2022 INNOVIVA, INC.

INNOVIVA, INC. Condensed Consolidated Statements of Income (in thousands, except per share data) (Unaudited)

Exhibit 99.1 Innoviva Reports Third Quarter 2022 Financial Results and Highlights Recent Company Progress ? Royalties at $65.6 million in the third quarter of 2022, compared to $65.7 million in the same quarter of 2021, for RELVAR?/BREO? ELLIPTA? and ANORO? ELLIPTA? ? Announced new $100.0 million share repurchase program ? Completed the sale of 15% ownership interest in Theravance Respiratory Comp

INNOVIVA, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EXHIBIT 99.1 INNOVIVA, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On July 20, 2022, Innoviva TRC Holdings LLC (the ?Seller?), a Delaware limited liability company and wholly-owned subsidiary of Innoviva, Inc. (the ?Company?), completed the sale (the ?Sale?) contemplated by the Equity Purchase Agreement (the ?Purchase Agreement?) dated July 13, 2022, by and among the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) 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, 2022 I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

CorporatePresentation September 2022 Forward-looking statements The information in this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E o

CorporatePresentation September 2022 Forward-looking statements The information in this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (?Securities Act?), and Section 21E of the Securities Exchange Act of 1934, as amended.

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 14, 2022 INNOVIVA, INC.

Financial Statements and Exhibits, Other Events

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): August 23, 2022 INNOVIVA, INC.

- 2 -

Exhibit 99.1 Item 1A. Risk Factors The information presented below supplements the risk factors set forth in Item 1A of Part I of our 2021 Form 10-K. Except as set forth below, for additional risk factors that could cause actual results to differ materially from those anticipated, please refer to Item 1A of Part I of our 2021 Form 10-K. Innoviva, its subsidiaries and any investments held directly

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject Company (Issuer)) INNOVIVA ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Perso

Innoviva Completes Acquisition of La Jolla Pharmaceutical

Exhibit (a)(5)(B) Innoviva Completes Acquisition of La Jolla Pharmaceutical BURLINGAME, Calif.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): August 19, 2022 INNOVIVA, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject Company (Issuer)) INNOVIVA ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Perso

Innoviva Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress

Exhibit 99.1 Innoviva Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress ? Royalties increased by 7% to $111.7 million in the second quarter of 2022, compared to the same quarter in 2021 ? Completed acquisition of the remaining approximately 40% of Entasis Therapeutics at a price of $2.20 per share for a consideration of $42 million in July 2022 ? Entered into def

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 27, 2022 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

Letter of Transmittal to Tender Shares of Common Stock LA JOLLA PHARMACEUTICAL COMPANY at $6.23 Net Per Share in Cash Pursuant to the Offer to Purchase dated July 25, 2022 by Innoviva Acquisition Sub, Inc., a wholly owned subsidiary of Innoviva, Inc.

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of LA JOLLA PHARMACEUTICAL COMPANY at $6.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock LA JOLLA PHARMACEUTICAL COMPANY a Delaware Corporation $6.23 Net Per Share Innoviva Acquisition Sub, Inc. a wholly owned subsidiary of Innoviva, Inc.

Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of LA JOLLA PHARMACEUTICAL COMPANY a Delaware Corporation at $6.

Offer to Purchase for Cash All Outstanding Shares of Common Stock La Jolla Pharmaceutical Company $6.23 Net Per Share Innoviva Acquisition Sub, Inc. a wholly owned subsidiary of Innoviva, Inc.

Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of La Jolla Pharmaceutical Company at $6.

SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated July 25, 2022 and the related Letter

Exhibit (a)(1)(E) SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

Exhibit (d)(3) CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the ?Agreement?) is made as of the 22nd day of March 2022 (the ?Effective Date?), by and between LA JOLLA PHARMACEUTICAL COMPANY (?LA JOLLA?), a Delaware corporation, with its principal place of business located at 201 Jones Road, Suite 400, Waltham, Massachusetts 02451, United States, and INNOVIVA, INC.

Offer to Purchase for Cash All Outstanding Shares of Common Stock La Jolla Pharmaceutical Company $6.23 Net Per Share Innoviva Acquisition Sub, Inc. a wholly owned subsidiary of Innoviva, Inc.

Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of La Jolla Pharmaceutical Company at $6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject Company (Issuer)) IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LA JOLLA PHARMACEUTICAL COMPANY (Name of Subject Company (Issuer)) INNOVIVA ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of INNOVIVA, INC. (Name of Filing Persons (Parent of Offeror

Calculation of Filing Fee Table Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $216,757,957.30(1) 0.00927% $20,093.46(2) Fees Previously Paid $0.00 $0.00 Total Transaction Valuation $216,757,957.30

Exhibit 107 Calculation of Filing Fee Table Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $216,757,957.

Entry into a Material Definitive Agreement

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, 2022 INNOVIVA, INC.

Equity Purchase Agreement, dated July 13, 2022, by and among Innoviva, Inc., Innoviva TRC Holdings LLC and Royalty Pharma Investments 2019 ICAV

Exhibit 10.1 EQUITY PURCHASE AGREEMENT BY AND AMONG INNOVIVA TRC HOLDINGS LLC, ROYALTY PHARMA INVESTMENTS 2019 ICAV AND SOLELY FOR THE PURPOSE OF SECTIONS 9.1, 9.3, 9.11 AND 9.12, INNOVIVA, INC. JULY 13, 2022 TABLE OF CONTENTS (continued) Page SECTION 1 DEFINED TERMS; RULES OF CONSTRUCTION 1 1.1 Defined Terms 10 1.2 Other Terms 10 1.3 Rules of Construction 10 SECTION 2 PURCHASE AND SALE OF EQUITY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 13, 2022 INNOVIVA, INC.

Innoviva Sells 15% Economic Stake in Theravance Respiratory Company to Royalty Pharma for approximately $282 million plus full ownership of existing equity investments and the potential for $50 million milestone payment

Exhibit 99.1 Innoviva Sells 15% Economic Stake in Theravance Respiratory Company to Royalty Pharma for approximately $282 million plus full ownership of existing equity investments and the potential for $50 million milestone payment ? Innoviva to receive approximately $282 million in cash up front with potential $50 million milestone payment ? Innoviva to retain TRC?s full ownership in attractive

Third Amendment to Collaboration Agreement, dated July 13, 2022, by and among Innoviva, Inc., Glaxo Group Limited, and Theravance Respiratory Company, LLC.

Exhibit 10.2 THIRD AMENDMENT TO COLLABORATION AGREEMENT This Amendment to Collaboration Agreement (this ?Amendment?) is entered into as of July 13, 2022 and effective as of the date of the Theravance Closing (as defined below) (such date, the ?Third Amendment Effective Date?), by and among (i) Innoviva, Inc. (f/k/a Theravance, Inc.), a Delaware corporation (?Innoviva?), (ii) Glaxo Group Limited, a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 10, 2022 INNOVIVA, INC.

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 10, 2022 INNOVIVA, INC. (Exact

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 10, 2022 INNOVIVA, INC.

SUPPORT AGREEMENT

Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (?Parent?), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (?Purchaser?), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY set forth on Schedule A her

among: Innoviva, Inc., a Delaware corporation Innoviva Acquisition Sub, Inc., a Delaware corporation; and La Jolla Pharmaceutical Company, a Delaware corporation Dated as of July 10, 2022

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: Innoviva, Inc., a Delaware corporation Innoviva Acquisition Sub, Inc., a Delaware corporation; and La Jolla Pharmaceutical Company, a Delaware corporation Dated as of July 10, 2022 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF TRANSACTION 2 1.1 The Offer 2 1.2 Offer Documents 3 1.3 Company Actions 4 1.4 Merger of Purchaser into th

ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 10, 2022 LA JOLLA PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 10, 2022 LA JOLLA PHARMACEUTICAL COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36282 33-0361285 (State or other jurisdiction of incorporation) (Comm

Innoviva Completes Acquisition of Entasis Therapeutics

Exhibit 99.2 Innoviva Completes Acquisition of Entasis Therapeutics BURLINGAME, Calif. ? (BUSINESS WIRE) - July 11, 2022-Innoviva, Inc. (Nasdaq: INVA) (?Innoviva?), a diversified holding company with a portfolio of royalties, today announced the successful completion of its acquisition of Entasis Therapeutics Holdings Inc. (?Entasis?), an advanced late-stage clinical biopharmaceutical company focu

Innoviva to Acquire La Jolla Pharmaceutical Company

Exhibit 99.1 Innoviva to Acquire La Jolla Pharmaceutical Company ? Acquisition to strengthen Innoviva?s infectious disease and hospital portfolio with addition of GIAPREZA(R) and XERAVA(R) BURLINGAME, Calif. and WALTHAM, Mass. ? July 11, 2022 ? Innoviva, Inc. (Nasdaq: INVA), a diversified holding company with a portfolio of royalties and a growing portfolio of innovative healthcare assets, and La

Agreement and Plan of Merger, dated as of July 10, 2022, by and among Innoviva, Inc., Innoviva Acquisition Sub, Inc. and La Jolla Pharmaceutical Company

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: Innoviva, Inc., a Delaware corporation Innoviva Acquisition Sub, Inc., a Delaware corporation; and La Jolla Pharmaceutical Company, a Delaware corporation Dated as of July 10, 2022 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF TRANSACTION 2 1.1 The Offer 2 1.2 Offer Documents 3 1.3 Company Actions 4 1.4 Merger of Purchaser into th

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 7, 2022 INNOVIVA, INC.

Innoviva to Acquire La Jolla Pharmaceutical Company

Exhibit 99.1 Innoviva to Acquire La Jolla Pharmaceutical Company ? Acquisition to strengthen Innoviva?s infectious disease and hospital portfolio with addition of GIAPREZA(R) and XERAVA(R) BURLINGAME, Calif. and WALTHAM, Mass. ? July 11, 2022 ? Innoviva, Inc. (Nasdaq: INVA), a diversified holding company with a portfolio of royalties and a growing portfolio of innovative healthcare assets, and La

Support Agreement, dated July 10, 2022, by and among Innoviva, Inc., Innoviva Acquisition Sub, Inc., Tang Capital Partners, LP and Kevin C. Tang Foundation

Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (?Parent?), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (?Purchaser?), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY set forth on Schedule A her

INVA / Innoviva Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Innoviva Inc. Title of Class of Securities: Common Stock CUSIP Number: 45781M101 Date of Event Which Requires Filing of this Statement: June 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

Exhibit 21

Exhibit (a)(5)(F) Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subj

? SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Perso

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Classes of Securi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subj

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Persons

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Classes of Securi

Innoviva, Inc. 1350 Old Bayshore Highway, Suite 400 Burlingame, CA 94010

Innoviva, Inc. 1350 Old Bayshore Highway, Suite 400 Burlingame, CA 94010 June 17, 2022 Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Perry Hindin, Special Counsel Re: Entasis Therapeutics Holdings Inc. Schedule 13E-3 and Schedule TO filed on June 7, 2022 by Innoviva, Inc. and Innoviva Mer

SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated June 7, 2022 and the related Letter

Exhibit (a)(1)(E) SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Offer to Purchase for Cash All Outstanding Shares of Common Stock Entasis Therapeutics Holdings Inc. $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc.

EX-99.(A)(1)(D) 5 ny20004305x6exa1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entasis Therapeutics Holdings Inc. at $2.20 Net Per Share by Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc. June 7, 2022 To Our Clients: Enclosed for your consideration are the offer to purchase, dated June 7, 2022 (as it may be sub

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock ENTASIS THERAPEUTICS HOLDINGS INC. a Delaware Corporation $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc.

TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of ENTASIS THERAPEUTICS HOLDINGS INC.

Calculation of Filing Fee Table Table 1 - Transaction Valuation

EX-FILING FEES 3 ny20004467x1ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 69,453,247.60 (1) 0.0000927 $ 6,438.32 (2) Fees Previously Paid $ 69,453,247.60 $ 6,438.32 (3) Total Transaction Valuation $ 69,453,247.60 Total Fees Due for Filing $ 0 Total Fees Previously Paid $

LETTER OF TRANSMITTAL To Tender Shares of Common Stock Entasis Therapeutics Holdings Inc. Pursuant to the Offer to Purchase dated June 7, 2022 Innoviva Merger Sub, Inc. A Wholly-Owned Subsidiary of Innoviva, Inc.

EX-99.(A)(1)(B) 3 ny20004305x6exa1b.htm EXHIBIT (A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL   To Tender Shares of Common Stock of   Entasis Therapeutics Holdings Inc.   Pursuant to the Offer to Purchase dated June 7, 2022 of   Innoviva Merger Sub, Inc.   A Wholly-Owned Subsidiary of Innoviva, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 7, 2022, UNLES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer))

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Persons (Parent of Offeror))

Offer to Purchase for Cash All Outstanding Shares of Common Stock Entasis Therapeutics Holdings Inc. $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc.

EX-99.(A)(1)(C) 4 ny20004305x6exa1c.htm EXHIBIT (A)(1)(C) Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entasis Therapeutics Holdings Inc. at $2.20 Net Per Share by Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc. June 7, 2022 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been engaged by Innoviva Mer

EX-99.(C)(2)

Exhibit 99(c)(2)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Classes of Securities) 293614103 (C

Calculation of Filing Fee Table Table 1 - Transaction Valuation

EX-FILING FEES 7 ny20004305x6ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 69,453,247.60 (1) 0.0000927 $ 6,438.32 (2) Fees Previously Paid — — Total Transaction Valuation $ 69,453,247.60 Total Fees Due for Filing $ 6,438.32 Total Fees Previously Paid $ 0 Total Fee Offsets

ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-

TENDER AND SUPPORT AGREEMENT

Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (“Parent”), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WITNESSET

TENDER AND SUPPORT AGREEMENT

EX-99.2 5 ny20004305x4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (“Parent”), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the Person listed as “Stockholder” on the si

AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS

EX-2.1 2 ny20004305x4ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1. Definitions. 2 Section 1.2. Other Definitional Provisions; Interpretation. 13 ARTICLE II THE MERGER Section 2.1. The Offer. 14 S

Amendment No. 1 to the Investor Rights Agreement, dated May 23, 2022, by and among Innoviva, Inc. and Entasis Therapeutics Holdings Inc.

EX-10.1 3 ny20004305x1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of May 23, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”) and Innoviva, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not

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): May 23, 2022 INNOVIVA, INC. (Exact

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): May 23, 2022 INNOVIVA, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERG

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) A wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Persons (Parent of Offeror)) Common Stock,

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible f

TENDER AND SUPPORT AGREEMENT

EX-99.1 4 ny20004305x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (“Parent”), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the Person listed as “Stoc

Agreement and Plan of Merger, dated as of May 23, 2022, by and among Innoviva, Inc., Innoviva Merger Sub, Inc. and Entasis Therapeutics

EX-2.1 2 ny20004305x1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1. Definitions. 2 Section 1.2. Other Definitional Provisions; Interpretation. 13 ARTICLE II THE MERGER Section 2.1. The Offer. 14 S

TENDER AND SUPPORT AGREEMENT

EX-99.1 4 ny20004305x4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (“Parent”), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the Person listed as “Stoc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 23, 2022 INNOVIVA, INC.

2

Exhibit 99.1 Innoviva acquisition and integration FAQs What was announced? Innoviva and Entasis have signed an agreement for Innoviva to acquire Entasis for $2.20 per share. Innoviva was already a large shareholder in Entasis, and we have now announced our agreement with Entasis to purchase the remaining outstanding shares and become the only owner. Who is Innoviva? Innoviva is a large, stable, we

Dear Entasis team,

Exhibit 99.4 Dear Entasis team, I am excited to share that today we announced that Innoviva has agreed to acquire Entasis. [link to the press release] Since our original investment into Entasis over two years ago, we have been impressed and inspired by the talent at Entasis and your progress in developing innovative anti-infective treatments for patients with critical unmet medical needs. Bringing

Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics

EX-99.3 6 ny20004305x1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics • Innoviva to acquire all outstanding shares of Entasis it does not already own for $2.20 per share in cash • Price per share in cash represents a 50% premium to Entasis’ closing price of $1.47 per share on January 31, 2022, the last date before Innoviva’s original bid became public • Transaction ad

Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics

EX-99.3 6 ny20004305x4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics • Innoviva to acquire all outstanding shares of Entasis it does not already own for $2.20 per share in cash • Price per share in cash represents a 50% premium to Entasis’ closing price of $1.47 per share on January 31, 2022, the last date before Innoviva’s original bid became public • Transaction ad

Transaction discussion materials May 23, 2022 Confidential 2 Today’s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flow

EX-99.2 3 ny20004305x3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Transaction discussion materials May 23, 2022 Confidential 2 Today’s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flows that we deploy to support companies with innovative healthcare assets in areas with signi

Key messages for Project Elephant Day 1 communications

Exhibit 99.3 Key messages for Project Elephant Day 1 communications Who is Innoviva? Innoviva is a large, stable, well-capitalized company supported by long-term royalty cash flows ? We are a 20-year-old, $~1.5bn market value public company with a history of successful drug development and commercialization ? We have had revenues of $300-400m a year over the past 5 years, growing at a double-digit

AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT

EX-10.1 3 ny20004305x4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of May 23, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”) and Innoviva, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOVIVA,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated April 29, 2022

Exhibit 10.1 INNOVIVA, INC. April 29, 2022 Pavel Raifeld BY EMAIL Re: Employment Offer Letter Agreement Dear Pavel, The purpose of this letter is to set forth the terms of the mutual understanding between Innoviva, Inc. (the ?Company?) and you regarding the details of your continued employment with the Company. The term of your employment with the Company hereunder will commence on May 1, 2022 (th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 29, 2022 INNOVIVA, INC.

Submission of Matters to a Vote of Security Holders

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): April 25, 2022 INNOVIVA, INC.

Innoviva Reports First Quarter 2022 Financial Results

Exhibit 99.1 Innoviva Reports First Quarter 2022 Financial Results • Royalties increased by 5% to $93.5 million in the first quarter of 2022, compared to the same quarter in 2021. • Issued $261.0 million convertible senior notes due 2028 and repurchased a portion of the convertible subordinated notes due 2023. • Invested $45.0 million into Armata Pharmaceuticals Inc. (NYSE: ARMP) (“Armata”), an an

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 INNOVIVA, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 7, 2022 INNOVIVA, INC.

CorporatePresentation April 2022 Important information On March 25, 2022, the Company filed a Definitive Proxy Statement on Schedule 14A and accompanying proxy card with the Securities and Exchange Commission (“SEC”) to be used to in connection with

CorporatePresentation April 2022 Important information On March 25, 2022, the Company filed a Definitive Proxy Statement on Schedule 14A and accompanying proxy card with the Securities and Exchange Commission (?SEC?) to be used to in connection with the Company?s 2022 annual meeting of the stockholders.

ARMP / Armata Pharmaceuticals Inc / Innoviva, Inc. - SCHEDULE 13D/A, AMENDMENT #7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 Attention: Pavel Raifeld Chief Executive

Entry into a Material Definitive Agreement

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): March 30, 2022 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 25, 2022 INNOVIVA, INC.

Letter from Grant Thornton LLP.

Exhibit 16.1 March 25, 2022 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Innoviva, Inc. File No. 000-30319 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Innoviva, Inc. dated March 25, 2022, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 18, 2022 INNOVIVA, INC.

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Theravance Respiratory Company, LLC Delaware (1 ) Advanced Medicine East, Inc Delaware 100 % Innoviva Strategic Partners LLC Delaware 100 % Innoviva Royalty Sub LLC Delaware 100 % Innoviva TRC Holdings LLC Delaware 100 % Innoviva Strategic Opportunities LLC Delaware 100 % (1) The Company owns 15% of the economic interests in Th

Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. at December 31, 2021 and 2020 and for the two years ended December 31, 2021

Exhibit 99.1 ARMATA PHARMACEUTICALS, INC. INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Armata Pharmaceuticals, Inc. Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP; San Diego, CA; PCAOB ID: 42) 2 Consolidated Balance Sheets as of December 31, 2021 and 2020 5 Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 6 Consolidated Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 tm229285d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore

March 15, 2022

Exhibit 16 March 15, 2022 Entasis Therapeutics Holdings Inc. 35 Gatehouse Drive Waltham, MA 02451 Attention: Board of Directors Ladies & Gentlemen: As you know, Innoviva, Inc. (?Innoviva?) previously submitted a preliminary non-binding proposal to Entasis Therapeutics Holdings Inc. (?Entasis? or the ?Company?) on February 1, 2022 (the ?Initial Proposal?). Following access to additional materials a

- 2 -

Exhibit 99.2 Innoviva, Inc. Prices Upsized Offering of $225 Million of 2.125% Convertible Senior Notes ? Proceeds expected to be used to repurchase a portion of the 2023 Notes, fund capped call transactions, and for general corporate purposes BURLINGAME, Calif.-(BUSINESS WIRE)-Innoviva, Inc. (NASDAQ: INVA) (the ?Company? or ?Innoviva?) today announced the pricing of $225 million aggregate principa

Innoviva Announces Proposed Offering of $200 Million of Convertible Senior Notes

Exhibit 99.1 Innoviva Announces Proposed Offering of $200 Million of Convertible Senior Notes ? Proceeds expected to be used to repurchase a portion of the 2023 Notes, fund capped call transactions, and for general corporate purposes BURLINGAME, Calif., March 2, 2022-(BUSINESS WIRE)-Innoviva, Inc. (NASDAQ: INVA) (the ?Company? or ?Innoviva?) today announced its intention to offer, subject to marke

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 7, 2022 INNOVIVA, INC.

Capped Call Confirmation dated March 2, 2022, by and among Innoviva, Inc., Bank of America, N.A., Goldman Sachs & Co. LLC and Deutsche Bank AG, London Branch

EX-10.1 3 tm228653d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [Dealer Name and Address] March 2, 2022 To: Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 94010 Re: Base Capped Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Innoviva

Indenture (including form of Note) with respect to Innoviva's 2.125% Convertible Senior Notes due 2028, dated as of March 7, 2022, between Innoviva, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee

Exhibit 4.1 INNOVIVA, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of March 7, 2022 2.125% Convertible Senior Notes due 2028 TABLE OF CONTENTS Page Article 1. DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 13 Article 2. THE NOTES 13 Section 2.01 Form, Dating and Denominat

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Theravance Respiratory Company, LLC Delaware (1 ) Advanced Medicine East, Inc Delaware 100 % Innoviva Strategic Partners LLC Delaware 100 % Innoviva Royalty Sub LLC Delaware 100 % Innoviva TRC Holdings LLC Delaware 100 % Innoviva Strategic Opportunities LLC Delaware 100 % (1) The Company owns 15% of the economic interests in Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30319

ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SCHEDULE 13D/A, AMENDMENT #7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-

ARMP / Armata Pharmaceuticals Inc / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 6) Activist Investment

SC 13D/A 1 i50535136.htm SCHEDULE 13D/A (AMENDMENT NO. 6) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame

INVA / Innoviva Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Innoviva Inc. Title of Class of Securities: Common Stock CUSIP Number: 45781M101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

Innoviva Reports Fourth Quarter 2021 Financial Results

EX-99.1 2 tm225965d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Innoviva Reports Fourth Quarter 2021 Financial Results · Royalties increased by 18% to $111.1 million in the fourth quarter of 2021, compared to the same quarter in 2020; royalties increased by 19% to $405.7 million in full year 2021, compared to the prior year. · Announced strategic investment of $45.0 million into Armata Pharmaceuticals, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 9, 2022 INNOVIVA, INC.

ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SCHEDULE 13D/A, #6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-10

February 1, 2022

Exhibit 11 February 1, 2022 CONFIDENTIAL Entasis Therapeutics Holdings Inc. 35 Gatehouse Drive Waltham, MA 02451 Attention: Board of Directors Ladies & Gentlemen: On behalf of Innoviva, Inc. (?Innoviva?), we are pleased to submit a preliminary non-binding proposal for the acquisition by Innoviva of Entasis Therapeutics Holdings Inc. (?Entasis?). Subject to the completion of its business, clinical,

INVA / Innoviva Inc / WESTFIELD CAPITAL MANAGEMENT CO LP - WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INNOVIVA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45781M101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 13, 2021 INNOVIVA, INC.

Corporate Presentation December 2021

EX-99.1 2 tm2135025d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Corporate Presentation December 2021 Forward - looking statements The information in this presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended (“Securities Act”), and Section 21 E of the Securities Exchange Act of 1934 , as amended . Such forward - looking statement

ARMP / Armata Pharmaceuticals Inc / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 5) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 (N

Innoviva Reports Third Quarter 2021 Financial Results

Exhibit 99.1 Innoviva Reports Third Quarter 2021 Financial Results ? Royalties increased by 10% to $101.3 million in the third quarter of 2021, compared to the same quarter in 2020. BURLINGAME, Calif., October 27, 2021 ? Innoviva, Inc. (NASDAQ: INVA) (?Innoviva? and ?the Company?) today reported financial results for the third quarter ended September 30, 2021. ? Gross royalty revenues of $101.3 mi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2021 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30319 INNOV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Innoviva Reports Second Quarter 2021 Financial Results

EX-99.1 2 tm2123449d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Innoviva Reports Second Quarter 2021 Financial Results · Royalties increased by 44% to $104.3 million in the second quarter of 2021, compared to the same quarter in 2020. · Repurchased GSK’s full 32% equity stake in Innoviva for $392 million purchase price. · Strategically invested an additional $20 million into Entasis Therapeutics Holding

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2021 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-10

Entry into a Material Definitive Agreement

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): May 25, 2021 INNOVIVA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)* INNOVIVA, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)* INNOVIVA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45781M101 (CUSIP Number) Victoria A. Whyte GlaxoSmithKline plc 980 Great West Road Brentfo

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Innoviva, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 45781M101 (CUSIP Number) Mark DiPaolo Senior Partner and General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 (Name,

Share Repurchase Agreement, dated as of May 2021, by and between Innoviva, Inc. and Glaxo Group Limited

EX-10.1 2 i052021b.htm SHARE REPURCHASE AGREEMENT Exhibit 10.1 SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 20, 2021, by and between Innoviva, Inc., a Delaware corporation ("Company"), and Glaxo Group Limited, a private company limited by shares registered under the laws of England and Wales ("Seller"). 1. Purchase and Sale of Sha

Innoviva Announces Strategic Repurchase of GSK’s Equity Stake

EX-99.1 4 i052021d.htm INNOVIVA PRESS RELEASE Exhibit 99.1 Innoviva Announces Strategic Repurchase of GSK’s Equity Stake • Innoviva to repurchase GSK’s current 32% stake in the company for $392 million BURLINGAME, Calif., May 20, 2021 – Innoviva, Inc. (NASDAQ: INVA) (“Innoviva” and “the Company”) today announced the execution of definitive agreement to purchase of GSK’s equity stake in Innoviva, c

Submission of Matters to a Vote of Security Holders

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): May 14, 2021 INNOVIVA, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 20, 2021 INNOVIVA, INC.

Letter Agreement, dated as of May 20, 2021, by and among Innoviva Strategic Partners LLC, ISP Fund LP and Sarissa Capital Fung GP LP

EX-10.2 3 i052021c.htm LETTER AGREEMENT Exhibit 10.2 ISP FUND LP c/o Sarissa Capital Fund GP LP 660 Steamboat Road, 3rd Floor Greenwich, Connecticut 06830 Dated as of May 20, 2021 Innoviva Strategic Partners LLC 1350 Old Bayshore Highway Suite 400 Burlingame, CA 94010 Re: Distribution from ISP Fund LP Ladies and Gentlemen: In connection with the investment of Innoviva Strategic Partners LLC (the “

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x ?Filed by a Party other than the Registrant ? ?Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2021 INNOVIVA, INC.

Quarterly Report - FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Innoviva Reports First Quarter 2021 Financial Results

EX-99.1 2 tm2114410d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Innoviva Reports First Quarter 2021 Financial Results · Royalties increased by 8% to $89.0 million in the first quarter of 2021, compared to the same quarter in 2020. · Invested an additional $20.0 million into Armata Pharmaceuticals Inc. (NYSE: ARMP), an anti-infectives leader, in the first quarter of 2021. · Deborah L. Birx, M.D., appoint

Indemnification Agreement, dated as of March 9, 2021, by and between Innoviva, Inc. and Deborah L. Birx, M.D.

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 9, 2021 by and between Innoviva, Inc., a Delaware corporation (the ?Company?), and Deborah L. Birx, M.D. (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 (N

- DEF 14A

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 (N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 9, 2021 INNOVIVA, INC.

List of Subsidiaries

EX-21.1 2 inva-20201231xex21d1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Ownership Interest Theravance Respiratory Company, LLC Delaware (1) Advanced Medicine East, Inc Delaware 100 % Pulmoquine Therapeutics, Inc. Delaware (2) Innoviva Strategic Partners LLC Delaware 100 % Innoviva Royalty Sub LLC Delaware 100 % Innoviva TRC Holdings LLC Delaware 100 % Innoviva Strategic

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)* INNOVIVA, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)* INNOVIVA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45781M101 (CUSIP Number) Victoria A. Whyte GlaxoSmithKline plc 980 Great West Road Brentfo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Innoviva Inc. Title of Class of Securities: Common Stock CUSIP Number: 45781M101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 3, 2021 INNOVIVA, INC.

Innoviva Reports Fourth Quarter 2020 Financial Results

EX-99.1 2 tm215118d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Innoviva Reports Fourth Quarter 2020 Financial Results · Royalties increased by 18% to $93.9 million in the fourth quarter of 2020, compared to the same quarter in 2019. · Invested $300 million into a fund advised by Sarissa Capital Management LP as a part of a strategic partnership designed to enhance returns on our capital and accelerate e

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Armata Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARMATA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 04216R 102 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1097 (N

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Innoviva, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 45781M101 (CUSIP Number) Mark DiPaolo Senior Partner and General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 (Name,

Amended and Restated Limited Partnership Agreement of ISP Fund LP, dated as of December 11, 2020, by and among ISP Fund LP, Sarissa Capital Fund GP LP, Innoviva Strategic Partners LLC and the other parties named therein

EX-10.2 3 d69428dex102.htm EX-10.2 Exhibit 10.2 Execution Version PROPRIETARY AND CONFIDENTIAL ISP FUND LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of December 11, 2020 THE LIMITED PARTNERSHIP INTERESTS EVIDENCED BY THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF A

Strategic Advisory Agreement, dated as of December 11, 2020, by and between Sarissa Capital Management LP and Innoviva, Inc.

EX-10.1 Exhibit 10.1 Execution Copy STRATEGIC ADVISORY AGREEMENT This STRATEGIC ADVISORY AGREEMENT (this “Agreement”) is entered into as of December 11, 2020 by and between Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa”), and Innoviva, Inc., a Delaware corporation (the “Innoviva”). RECITALS WHEREAS, Sarissa and its affiliates (such term, as used in this Agreement, shall h

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

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): December 11, 2020 INNOVIVA, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): October 28, 2020 INNOVIVA, INC.

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Innoviva Reports Third Quarter 2020 Financial Results

Exhibit 99.1 Innoviva Reports Third Quarter 2020 Financial Results · Royalties increased by 33% to $92.2 million in the third quarter of 2020, compared to the same quarter in 2019. · Invested an additional $12.5 million into the common stock and warrants of Entasis Therapeutics Holding Inc. (NASDAQ: ETTX), a leader in anti-infectives development. BURLINGAME, Calif., October 28, 2020 – Innoviva, In

ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 3) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-1

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EX-99.1 2 i37091016b.htm EXHIBIT 6 Exhibit 6 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2020 by and among Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECI

ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 2) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-

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