0001104659-05-011384 Sample Contracts

AMENDMENT TO OFFER LETTER RE SEVERANCE PAY AND CHANGE IN CONTROL
Severance Pay and Change in Control • March 16th, 2005 • Intermune Inc • Pharmaceutical preparations

The following agreement (the “Agreement”) between InterMune, Inc. and Steve Porter (“Executive”) is intended to amend the Offer Letter accepted by Executive on June 1, 2001 (the “Offer Letter”). Other than as specifically provided below, all terms and conditions of the Offer Letter continue in full force and effect.

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AMENDMENT TO OFFER LETTER RE SEVERANCE PAY AND CHANGE IN CONTROL
Severance Pay and Change in Control • March 16th, 2005 • Intermune Inc • Pharmaceutical preparations

The following agreement (the “Agreement”) between InterMune, Inc. and Williamson Z. Bradford (“Executive”) is intended to amend the Offer Letter accepted by Executive on June 13, 2001 (the “Offer Letter”). Other than as specifically provided below, all terms and conditions of the Offer Letter continue in full force and effect.

Amendment No. Three to License and Commercialization Agreement
License and Commercialization Agreement • March 16th, 2005 • Intermune Inc • Pharmaceutical preparations

This AMENDMENT NO. THREE TO LICENSE AND COMMERCIALIZATION AGREEMENT (the “Amendment No. Three”) is made effective as of December 31, 2004 (the “Amendment Effective Date”), and is entered into by and between AMGEN INC., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, CA 91320-1799 (“Amgen”) and INTERMUNE, INC., a Delaware corporation having its principal place of business at 3280 Bayshore Blvd., Brisbane, CA 94005 (“InterMune”). Amgen and InterMune are sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and references to “InterMune” and “Amgen” shall include their respective Affiliates. All capitalized terms used herein shall have the meaning given to them in the Original Agreement (as defined below) unless otherwise defined herein.

Re: Amendment Number 2 to Amgen/InterMune License and Commercialization Agreement for Infergen
Intermune Inc • March 16th, 2005 • Pharmaceutical preparations

As you know, Amgen Inc. (“Amgen”) and InterMune, Inc. (“InterMune”) are parties to that certain License and Commercialization Agreement effective June 15, 2001, as first amended April 25, 2002 (the “Agreement”). The Parties have now agreed to amend the Agreement to provide for the transfer of certain Amgen technology for manufacturing Infergen to InterMune and/or InterMune’s contract manufacturer[ * ] in accordance with the terms set forth in this letter amendment (the “Amendment”).

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