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: April     06, 2009

(Date of earliest event reported)




Theravance, Inc.

(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction 
of incorporation)


000-30319

(Commission File Number)


94-3265960

(IRS Employer 
Identification Number)






901 Gateway Boulevard, South San Francisco, CA

(Address of principal executive offices)

 

94080

(Zip Code)




650-808-6000
(Registrant's telephone number, including area code)




Not Applicable
(Former Name or Former Address, if changed since last report)








Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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

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

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

  

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

  





Item 7.01. Regulation FD Disclosure



The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



On April 6, 2009 Theravance, Inc. announced that the U.S. Food and Drug Administration ("FDA") accepted for review its New Drug Application for telavancin, a novel, bactericidal, once-daily injectable investigational antibiotic, for the treatment of nosocomial pneumonia (also known as hospital-acquired pneumonia, or HAP) caused by Gram-positive bacteria such as methicillin-resistant Staphylococcus aureus (MRSA). This filing of the New Drug Application with the FDA triggers a $10 million milestone payment from Theravance's partner Astellas Pharma Inc.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits




(d) Exhibits

             99.1       Press Release of Theravance, Inc. dated April     06, 2009




SIGNATURE

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








Dated: April     06, 2009



THERAVANCE, INC.

By:  /s/ Michael W. Aguiar                      

     Michael W. Aguiar

     Chief Financial Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Theravance, Inc. dated April     06, 2009