INVA

SEC source: 0000899140-25-000405 · form4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 6,855,451

F2 · price: On March 5, 2025, the Reporting Persons sold 270,374 shares of Common Stock at a weighted average price of $17.6279 per share. The shares were sold in multiple open market transactions at prices ranging from $17.49 to $17.72 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F4 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F5 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

SEC source: 0000899140-25-000405 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,125,825

F1 · price: On March 4, 2025, the Reporting Persons sold 151,175 shares of Common Stock at a weighted average price of $17.6291 per share. The shares were sold in multiple open market transactions at prices ranging from $17.55 to $17.89 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F4 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F5 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

SEC source: 0000899140-25-000473 · form4.xml · derivative · entry 2

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 276,730

Underlying: Common Stock · 100,831 shares

Expires 2035-02-23

F2 · derivative.exercise_date: Twenty-five percent of the options vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0000899140-25-000473 · form4.xml · nonDerivative · entry 1

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,402

F1 · shares: The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0000899140-25-000474 · form4.xml · derivative · entry 2

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 93,322

Underlying: Common Stock · 30,300 shares

Expires 2034-03-05

F2 · derivative.exercise_date: Twenty-five percent of the options vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0000899140-25-000474 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 51,312

F1 · shares: The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0000899140-25-000360 · form4.xml · nonDerivative · entry 2

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,833

F2 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0000899140-25-000361 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,374

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-24-122107 · tm2429169-1_4seq1.xml · nonDerivative · entry 2

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 44,939

F2 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-24-122107 · tm2429169-1_4seq1.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 45,915

F1 · shares: Includes 300 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on November 15, 2024.

SEC source: 0000899140-25-000360 · form4.xml · nonDerivative · entry 1

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,939

F1 · shares: Includes 843 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on November 15, 2024.

SEC source: 0001104659-24-091987 · tm2422388-1_4seq1.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 45,615

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-24-073456 · tm2417570-6_4seq1.xml · derivative · entry 2

Srivastava Sapna · CIK 0001569226 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,500

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073456 · tm2417570-6_4seq1.xml · nonDerivative · entry 1

Srivastava Sapna · CIK 0001569226 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 44,096

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073454 · tm2417570-5_4seq1.xml · derivative · entry 2

Small Derek A · CIK 0001613260 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,833

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073454 · tm2417570-5_4seq1.xml · nonDerivative · entry 1

Small Derek A · CIK 0001613260 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,172

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073449 · tm2417570-4_4seq1.xml · derivative · entry 2

Schlesinger Sarah J. · CIK 0001579873 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073449 · tm2417570-4_4seq1.xml · nonDerivative · entry 1

Schlesinger Sarah J. · CIK 0001579873 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 118,629

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073447 · tm2417570-3_4seq1.xml · derivative · entry 2

Odysseas Kostas D · CIK 0001483080 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073447 · tm2417570-3_4seq1.xml · nonDerivative · entry 1

Odysseas Kostas D · CIK 0001483080 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 122,625

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073444 · tm2417570-2_4seq1.xml · derivative · entry 2

Haimovitz Jules · CIK 0001340855 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073444 · tm2417570-2_4seq1.xml · nonDerivative · entry 1

Haimovitz Jules · CIK 0001340855 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 130,829

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073442 · tm2417570-1_4seq1.xml · derivative · entry 2

DiPaolo Mark · CIK 0001669816 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 10,000 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0001104659-24-073442 · tm2417570-1_4seq1.xml · nonDerivative · entry 1

DiPaolo Mark · CIK 0001669816 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 118,629

F1 · shares: The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2024 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

SEC source: 0000899140-24-000628 · form4.xml · nonDerivative · entry 1

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,510

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0000899140-24-000627 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 46,590

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-24-032003 · tm248180-4_4seq1.xml · derivative · entry 2

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 175,899

Underlying: Common Stock · 25,899 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Basso's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Mr. Basso experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Basso for "good reason" (each as defined in Mr. Basso's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-032003 · tm248180-4_4seq1.xml · nonDerivative · entry 1

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,096

F1 · shares: The Reporting Person was granted a one time-based restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2025, 6.25% on May 20, 2025, and an additional 6.25% on the final day of each 3-month period thereafter, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0001104659-24-032002 · tm248180-2_4seq1.xml · derivative · entry 2

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 120,438

Underlying: Common Stock · 27,338 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Dr. Ronsheim's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-032002 · tm248180-2_4seq1.xml · nonDerivative · entry 1

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,778

F1 · shares: The Reporting Person was granted a one time-based restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2025, 6.25% on May 20, 2025, and an additional 6.25% on the final day of each 3-month period thereafter, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0001104659-24-032001 · tm248180-1_4seq1.xml · derivative · entry 2

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 63,022

Underlying: Common Stock · 23,022 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Ms. Zhen's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences a termination of employment by the Innoviva, Inc. without "cause" or by Ms. Zhen for "good reason" (each as defined in Ms. Zhen's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-032001 · tm248180-1_4seq1.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 47,566

F1 · shares: The Reporting Person was granted a one time-based restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2025, 6.25% on May 20, 2025, and an additional 6.25% on the final day of each 3-month period thereafter, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

SEC source: 0001104659-24-031999 · tm248180-3_4seq1.xml · derivative · entry 4

Raifeld Pavel · CIK 0001813426 · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 825,000

Underlying: Common Stock · 150,000 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Raifeld's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Mr. Raifeld experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Raifeld for "good reason" (each as defined in Mr. Raifeld's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-031999 · tm248180-3_4seq1.xml · derivative · entry 3

Raifeld Pavel · CIK 0001813426 · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 675,000

Underlying: Common Stock · 100,000 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Raifeld's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Mr. Raifeld experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Raifeld for "good reason" (each as defined in Mr. Raifeld's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-031999 · tm248180-3_4seq1.xml · derivative · entry 2

Raifeld Pavel · CIK 0001813426 · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 575,000

Underlying: Common Stock · 75,000 shares

Expires 2034-03-05

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Raifeld's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Mr. Raifeld experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Raifeld for "good reason" (each as defined in Mr. Raifeld's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0001104659-24-026716 · tm246891-2_4seq1.xml · nonDerivative · entry 1

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,010

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-24-026714 · tm246891-1_4seq1.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 36,814

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0000899140-24-000058 · form4.xml · derivative · entry 2

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 93,100

Underlying: Common Stock · 60,000 shares

Expires 2034-01-17

F2 · derivative.exercise_date: 25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Dr. Ronsheim's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

SEC source: 0000899140-24-000058 · form4.xml · nonDerivative · entry 1

Ronsheim Matthew · CIK 0001824386 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,817

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0000899140-23-001120 · form4.xml · nonDerivative · entry 2

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 39,676

F2 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0000899140-23-001112 · form4.xml · nonDerivative · entry 2

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,158

SEC source: 0000899140-23-001112 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 45,563

SEC source: 0000899140-23-001120 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,460

F1 · shares: Includes 302 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on November 15, 2023.

SEC source: 0001104659-23-097374 · tm2325325-1_4seq1.xml · derivative · entry 1

Basso Stephen · CIK 0001815707 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2033-11-20

F1 · derivative.exercise_date: 25% of the options will vest on November 20, 2024 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Mr. Basso's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Mr. Basso experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Basso for "good reason" (each as defined in Mr. Basso's employment agreement) within 12 months following a "change in control," subject to an effective release of claims.

SEC source: 0000899140-23-000929 · form4.xml · nonDerivative · entry 1

Zhen Marianne · CIK 0001750085 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 51,152

F1 · shares: The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

SEC source: 0001104659-23-086955 · tm2322589-3_4seq1.xml · derivative · entry 1

Koziel Margaret · CIK 0001898760 · Chief Medical Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 60,000

Underlying: Common Stock · 60,000 shares

Expires 2033-07-31

F1 · derivative.exercise_date: 25% of the options will vest on July 31, 2024 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Dr. Koziel's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Dr. Koziel experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Kozial for "good reason" (each as defined in Dr. Koziel's employment agreement) within 12 months following a "change in control.," subject to an effective release of claims.

SEC source: 0000899140-23-000758 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,277,000

F1 · price: On June 15, 2023, the Reporting Persons acquired 62,000 shares of Common Stock at a weighted average price of $13.1322 per share. The shares were purchased in multiple open market transactions at prices ranging from $13.075 to $13.18 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F2 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F3 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

SEC source: 0000899140-23-000730 · form4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,215,000

F2 · price: On June 6, 2023, the Reporting Persons acquired 8,000 shares of Common Stock at a weighted average price of $13.048 per share. The shares were purchased in multiple open market transactions at prices ranging from $13.04 to $13.09 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F3 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F4 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

SEC source: 0000899140-23-000730 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,207,000

F1 · price: On June 5, 2023, the Reporting Persons acquired 7,000 shares of Common Stock at a weighted average price of $13.0424 per share. The shares were purchased in multiple open market transactions at prices ranging from $13.005 to $13.20 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F3 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F4 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

SEC source: 0000899140-23-000696 · form4.xml · nonDerivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,200,000

F3 · price: On May 30, 2023, the Reporting Persons acquired 120,000 shares of Common Stock at a weighted average price of $13.0054 per share. The shares were purchased in multiple open market transactions at prices ranging from $12.93 to $13.125 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F4 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

F5 · ownership.nature: Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.