InterMune, Inc. Underwriting AgreementUnderwriting Agreement • January 22nd, 2013 • Intermune Inc • Pharmaceutical preparations • New York
InterMune, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $105,000,000 principal amount of the 2.50% convertible senior notes due 2017 (the “Firm Securities”), which shall be convertible into cash, shares of Common Stock, par value $0.001 per share (“Stock”) of the Company, or any combination of cash and Stock, and, at the election of the Underwriters, up to an aggregate of $15,750,000 additional principal amount of 2.50% convertible senior notes due 2017 to cover over-allotments, if any (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
INTERMUNE, INC. as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Second Supplemental Indenture Dated as of January 22, 2013 to Indenture dated as of September 19, 2011 2.50% Convertible Senior Notes due 2017Second Supplemental Indenture • January 22nd, 2013 • Intermune Inc • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 22, 2013 (the “Supplemental Indenture”), to the Indenture dated as of September 19, 2011 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among INTERMUNE, INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
