CUSIP No. 45781M101
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Page 2
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1
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NAME
OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
GlaxoSmithKline
plc
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OR ORGANIZATION
England
and Wales
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
32,005,260
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
32,005,260
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,005,2601
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%2
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
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Shares
of Common Stock are held of record by Glaxo Group Limited, an indirect wholly owned subsidiary
of the Reporting Person.
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2
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Based
on 101,391,634 shares of the Issuer’s Common Stock outstanding as of October 19,
2020, as reported in the Issuer’s Form 10-Q - Quarterly Report for the period ending
September 30, 2020, filed with Securities and Exchange Commission (the “SEC”)
on October 28, 2020 (the “Quarterly Report”).
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CUSIP No. 45781M101
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Page 3
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Explanatory
Note
This
Amendment No. 8 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 9, 2010 (as
amended by Amendment No. 1 filed on April 2, 2012, Amendment No. 2 filed on May 16, 2012, Amendment No. 3 filed on August 1, 2013,
Amendment No. 4 filed on November 4, 2014, Amendment No. 5 filed on August 25, 2016, Amendment No. 6 filed on April 13, 2017 and
Amendment No. 7 filed on April 10, 2018, the “Schedule 13D” and as amended by this Amendment No. 8, the “Statement”)
with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”) of Innoviva, Inc., a Delaware
corporation (the “Issuer”). The Issuer’s principle executive offices are located at 2000 Sierra Point Parkway,
Suite 500, Brisbane, CA 94005.
GlaxoSmithKline
plc is filing this amendment to amend and restate Item 4 in its entirety.
Unless
otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item
2. Identity and Background.
The
response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with
Schedule 1 attached.
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The
Reporting Person believes that the strategic partnership between the Issuer and Sarissa Capital Management LP (“Sarissa
Capital”) entered into on December 11, 2020, and the significant investment by the Issuer of cash (that would otherwise
be available for distributions to stockholders) into an investment fund managed by Sarissa Capital, and to pay fees to Sarissa
Capital to manage such cash, creates or may create actual or potential conflicts of interest for certain members of the Issuer’s
board of directors. The Reporting Person believes that the Issuer should establish a standing committee of truly independent directors
to ensure transparent governance, reporting and management of the Issuer’s capital allocation. The Reporting Person believes
that this committee must be evidently independent and have clearly defined accountability and reporting to address the interdependencies
between the Issuer and Sarissa Capital. Furthermore, the Reporting Person believes that the Issuer should formulate and report
a clear and visible path towards returning capital to its owners in the short to medium term, consistent with the expectations
and disclosures of the Issuer at the time of the Issuer’s separation from its operating business, Theravance Biopharma,
Inc. (“Theravance Biopharma”). The Reporting Person does not believe that it is in the interests of all shareholders
to recreate a new operating company, reversing the improvements in the cost base achieved over the last several years.
The
Reporting Person has also noted that on October 6, 2020, Theravance Biopharma initiated an arbitration against the Issuer, challenging
the Issuer’s authority as manager of Theravance Respiratory
Company, LLC (“TRC”), a subsidiary of the Issuer, to cause TRC to pursue non-Trelegy related investment opportunities.
The Reporting Person views the pursuit of such investment opportunities on behalf of TRC to be contrary to the intentions of the
parties at the time of the separation, and continued engagement in costly and time-consuming arbitration to enable such investments
to be contrary to its objective of maximizing the value of its investment.
Consequently,
the Reporting Person is reviewing and intends to continuously review its investment in the Issuer and, as a result, the Reporting
Person may communicate with the board of directors of the Issuer, members of management of the Issuer, other current or prospective
stockholders of the Issuer, contractual counterparties of the Issuer and its subsidiaries, industry analysts, investment and financing
professionals, and/or other relevant parties from time to time with respect to operational, strategic, financial or governance
matters or otherwise work, potentially in conjunction with management and the board of directors of the Issuer, with a view to
maximizing the value of its investment and potentially bringing about changes with respect to such matters, as well as pursuing
plans or proposals relating thereto. These communications may also include discussion relating to the Reporting Person’s
existing contractual agreements with the Issuer and its subsidiaries, subject to applicable confidentiality obligations.
Without limiting the foregoing, the Reporting Person may communicate its views with respect to the current or future dividend
and investment policies of the Issuer and its subsidiaries, related party transactions undertaken by the Issuer and its subsidiaries,
and any business or operational plans or actions of the Issuer and its subsidiaries, including in light of recent announcements
by the Issuer. The Reporting Person may enter into appropriate confidentiality agreements in connection with any such communications
which may contain customary terms for communications of this kind.
CUSIP No. 45781M101
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Page 4
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The
Reporting Person may seek to sell, exchange or otherwise transfer or dispose of some or all of the Issuer’s securities from
time to time, may seek to hedge or enter into other derivative instruments with respect to the Issuer’s securities and/or
may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into
securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise. The
Reporting Person from time to time also may seek to make changes to the contractual agreements with the Issuer and its subsidiaries.
Any such transactions or changes that the Reporting Person may pursue may be made at any time and from time to time without prior
notice and will depend on a variety of factors, including, without limitation, the communications described above, the price and
availability of the Issuer’s securities, developments affecting the Issuer, the Issuer’s business and the Issuer’s
prospects, other investment and business opportunities available to the Reporting Person, developments relating to the products
subject to the contractual agreements with the Issuer, general industry and economic conditions, the securities markets in general,
tax considerations and other factors deemed relevant by the Reporting Person.
In
addition, the Reporting Person may consider any one of the following based on factors relevant at the time: (a) changes in the
present board of directors or management of the Issuer, including proposing one or more director nominees, or abstaining or voting
against any directors; (b) a material change in the present capitalization or dividend policy of the Issuer; (c) an extraordinary
corporate transaction, such as a merger, acquisition, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(d) any other material change in the Issuer’s business or corporate structure; (e) changes in the Issuer’s certificate
of incorporation or bylaws, making other shareholder proposals, calling special meetings of stockholders, abstaining or voting
for or against certain matters voted upon by stockholders, or other governance changes or actions, including, without limitation,
changes or actions relating to matters which may impede the acquisition of control of the Issuer by any person; or (f) any
action similar to those enumerated above, including entering into any discussions, negotiations or agreements to take any of the
foregoing actions, either alone or with other persons.
Other
than as described in this Item 4, the Reporting Person does not have any current plans or proposals that relate to or that would
result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Person at any time and from time to time may review or reconsider and change its position and/or change its purpose,
and there can be no assurance that the Reporting Person will take any of the actions set forth above. Similarly, the Reporting
Person may develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the
business and affairs of the Issuer, and may from time to time consider pursuing or proposing any such transactions with advisors,
the Issuer or other persons.
Item
5. Interest in Securities of the Issuer.
The response
set forth in Item 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing
it with the following:
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(a)
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GlaxoSmithKline
plc beneficially owns 32,005,260 shares of Common Stock, which represents 31.6% of the 101,391,634
shares of Common Stock outstanding as of October 19, 2020, as reported in the Issuer’s
Quarterly Report.
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(b)
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GlaxoSmithKline
plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 32,005,260
shares of Common Stock described in Item 5(a) above.
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CUSIP No. 45781M101
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Page 5
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SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
February 12, 2021
GLAXOSMITHKLINE
PLC
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By:
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/s/
Victoria A. Whyte
Victoria A. Whyte
Authorized Signatory
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CUSIP No. 45781M101
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Page 6
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Schedule 1
Name
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Business
Address
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Principal
Occupation or Employment
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Citizenship
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Board
of Directors
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Emma
Walmsley
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director and Chief Executive Officer
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British
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Charles
Bancroft
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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Manvinder
Singh Banga
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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British
& Indian
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Dr.
Hal Barron
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269
E. Grand Avenue,
South
San Francisco,
CA
94080
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Chief
Scientific Officer & President, R&D
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US
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Dr.
Vivienne Cox
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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British
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Lynn
Elsenhans
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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Dr.
Jesse Goodman
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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Dr
Laurie Glimcher
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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Judy
Lewent
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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US
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CUSIP No. 45781M101
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Page 7
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Schedule 1
Name
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Business
Address
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Principal
Occupation or Employment
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Citizenship
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Iain
MacKay
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director & Chief Financial Officer
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British
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Urs
Rohner
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company
Director
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Swiss
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Sir
Jonathan Symonds
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chairman
and Company Director
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British
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Corporate
Executive Team
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Emma
Walmsley
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director and Chief Executive Officer
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British
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Dr.
Hal Barron
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269
E. Grand Avenue,
South
San Francisco,
CA
94080
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Chief
Scientific Officer & President, R&D
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US
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Roger
Connor
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Vaccines
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Irish
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Diana
Conrad
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Human Resoures
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Canadian
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James
Ford
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President & General Counsel
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British
& US
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Nick
Hirons
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Global Ethics and Compliance
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British
& US
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CUSIP No. 45781M101
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Page 8
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Schedule 1
Sally
Jackson
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior
Vice President, Global Communications and CEO Office
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British
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Iain
MacKay
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive
Director & Chief Financial Officer
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British
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Brian
McNamara
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184
Liberty Corner Road
Warren
NJ, 07059
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Chief
Executive Officer, GSK Consumer Healthcare
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US
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Luke
Miels
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Pharmaceuticals
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Australian
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David
Redfern
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief
Strategy Officer
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British
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Regis
Simard
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President
Pharmaceutical Supply Chain
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French
& British
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Karenann
Terrell
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief
Digital and Technology Officer
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Canadian
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Philip
Thomson
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Global Affairs
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British
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Deborah
Waterhouse
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980
Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief
Executive Officer of ViiV Healthcare
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British
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