Innoviva Inc 2024年度报告

FORM10-K SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:NONE Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act (Check One): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of the registrant’sCommon Stock on The Nasdaq Global Select Market on June 30, 2024was $899,110,517. This calculation does not reflect a determination that persons are affiliatesfor any other purpose. On February 14, 2025,there were62,675,545shares of the registrant’s Common Stock outstanding. Table of Contents INNOVIVA, INC.2024 Form 10‑K Annual Report Table of Contents PART I Item 1.Business5Item 1A.Risk Factors38Item 1B.Unresolved Staff Comments78Item 1C.Cybersecurity78Item 2.Properties79Item 3.Legal Proceedings79Item 4.Mine Safety Disclosures80PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities81Item 6.[Reserved]82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations83Item 7A.Quantitative and Qualitative Disclosures About Market Risk96Item 8.Financial Statements and Supplementary Data97Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure152Item 9A.Controls and Procedures152Item 9B.Other Information154Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections154PART IIIItem 10.Directors, Executive Officers and Corporate Governance155Item 11.Executive Compensation155Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters155Item 13.Certain Relationships and Related Transactions, and Director Independence155Item 14.Principal Accountant Fees and Services155PART IVItem 15.Exhibits and Financial Statement Schedules156Item 16.Form 10‑K Summary156Exhibits157Signatures160 Special Note Regarding Forward‑Looking Statements This Annual Report on Form 10‑K contains forward‑looking statements within the meaning of Section 27A of the Securities Actof 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Act”). Suchforward‑looking statements involve substantial risks, uncertainties and assumptions. All statements in this Annual Report on Form10‑K, other than statements of historical fact, including, without limitation, statements regarding our strategy, future operations,future financial position, future revenue, projected costs, prospects, plans, intentions, expectations, goals and objectives may beforward‑looking statements. The words “anticipates,” “believes,” “could,” “designed,” “estimates,” “expects,”