On November 21, 2008, Theravance, Inc. ("Theravance") entered into an amendment to the Amended and Restated Rights Agreement between Theravance and The Bank of New York Mellon Corporation (formerly known as "The Bank of New York") dated June 22, 2007 (the "Rights Agreement"). This amendment to the Rights Agreement increases from 15% to 19% the threshold percentage ownership of Theravance's outstanding Common Stock necessary to cause a person or group to become an "Acquiring Person" under the Rights Agreement and thereby trigger the issuance of rights under the Rights Agreement.

The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to the full text of the amendment, attached hereto as Exhibit 4.1 and incorporated herein by reference.

The description of the amendment to the Rights Agreement set forth above under Item 1.01 is incorporated herein by reference.

(d) Exhibits

Exhibit                                   Description
Exhibit 4.1   Amendment to Rights Agreement dated November 21, 2008 between
              Theravance, Inc. and The Bank of New York Mellon Corporation
              (formerly known as "The Bank of New York")