EXHIBIT 10.12 AMENDED AND RESTATED EXCLUSIVE SUBLICENSE AGREEMENT BY AND BETWEEN INTERMUNE PHARMACEUTICALS, INC.License Agreement • March 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
APRIL 7, 1999Service Agreement • February 18th, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
6,325,000 Shares Common Stock ($0.001 Par Value)Underwriting Agreement • March 22nd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.25Assignment Agreement • August 9th, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
RECITALSIndemnity Agreement • February 2nd, 2000 • Intermune Pharmaceuticals Inc • Delaware
EXHIBIT 99.1 PURCHASE AGREEMENT THIS AGREEMENT is made effective as of the 11th day of August, 2000, by and between InterMune Pharmaceuticals, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal...Purchase Agreement • August 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • New York
InterMune, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • January 21st, 2010 • 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 7,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,050,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT INTERMUNE PHARMACEUTICALS, INC. TABLE OF CONTENTSInvestor Rights Agreement • February 2nd, 2000 • Intermune Pharmaceuticals Inc • California
INTERMUNE, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated as of July 17, 2001Rights Agreement • July 18th, 2001 • Intermune Inc • Pharmaceutical preparations • New York
THIS RIGHTS AGREEMENT ("Agreement"), dated as of July 17, 2001, between InterMune, Inc., a Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company ("Rights Agent").
FIRST AMENDMENT TO BRISBANE TECHNOLOGY PARK LEASEIntermune Pharmaceuticals Inc • March 29th, 2001 • Pharmaceutical preparations
INTERMUNE PHARMACEUTICALS, INC. ---------------------------- COLLABORATION AGREEMENTCollaboration Agreement • March 22nd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
InterMune, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • March 14th, 2014 • 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 7,500,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,125,000 additional shares (the “Optional Securities”) of Common Stock, par value $0.001 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • December 4th, 2003 • Intermune Inc • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
BACKGROUNDTransition Agreement • March 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
REGISTRATION RIGHTS AGREEMENT among INTERMUNE, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED, BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE FIRST BOSTON LLC, HARRIS NESBITT CORP. and RBC CAPITAL MARKETS CORPORATION as Initial Purchasers Dated...Registration Rights Agreement • May 14th, 2004 • Intermune Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of February 17, 2004 between InterMune, Inc., a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, Harris Nesbitt Corp. and RBC Capital Markets Corporation (the "Initial Purchasers"), is entered into pursuant to the Purchase Agreement dated February 10, 2004 (the "Purchase Agreement"), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.
DATA TRANSFER,Certain • March 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations
Exhibit 10.7 EMPLOYMENT AGREEMENT It is understood and agreed that the employment by INTERMUNE PHARMACEUTICALS, INC., a Delaware corporation (the "Company" or "InterMune"), of W. SCOTT HARKONEN ("Executive") shall be subject to the terms and...Employment Agreement • February 2nd, 2000 • Intermune Pharmaceuticals Inc • California
InterMune, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • September 21st, 2007 • Intermune Inc • Pharmaceutical preparations • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
EXHIBIT 10.12 AMENDED AND RESTATED EXCLUSIVE SUBLICENSE AGREEMENTExclusive Sublicense Agreement • February 2nd, 2000 • Intermune Pharmaceuticals Inc • California
RETENTION PAYMENT AGREEMENTRetention Payment Agreement • May 25th, 2007 • Intermune Inc • Pharmaceutical preparations • California
The following agreement (the “Agreement”) between InterMune, Inc. and Lawrence Blatt (“Executive”), provides for payment of specified sums as compensation (“Retention Payments”). This Agreement does not change the at-will nature of Executive’s employment.
AMENDMENT TO OFFER LETTER RE SEVERANCE PAY AND CHANGE IN CONTROLSeverance 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.
LICENSE AGREEMENTCertain • March 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • Wisconsin
INTERMUNE, INC. 3,500,000 Shares UNDERWRITING AGREEMENTIntermune Inc • February 17th, 2009 • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT by and among Vidara Therapeutics International Limited (as Purchaser), Vidara Therapeutics Holdings LLC (as Parent), Vidara Therapeutics Research Limited (as Opco) and InterMune, Inc. (as Seller) May 17, 2012Asset Purchase Agreement • August 8th, 2012 • Intermune Inc • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (as amended from time to time, the “Agreement”), dated as of May 17, 2012 (the “Agreement Date”), is made and entered into by and among Vidara Therapeutics International Limited, an Irish company (“Purchaser”), Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Parent”), Vidara Therapeutics Research Limited, an Irish company (“Opco”) and InterMune, Inc., a Delaware corporation (“Seller”). Purchaser, Parent, Opco and Seller are sometimes collectively referred to herein as the “Parties” and separately as a “Party.”
EXHIBIT 10.24Assignment and Option Agreement • August 9th, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
RECITALSResearch and License Agreement • March 23rd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations
July 3, 2007 Cynthia D. Robinson 1149 Cabrillo Avenue Burlingame, CA 94010 Re: Separation Agreement and Release of Claims Dear Candy:Intermune Inc • July 10th, 2007 • Pharmaceutical preparations
This letter, upon your signature, will constitute the agreement between you and InterMune, Inc. (“InterMune”) regarding the terms of your separation from InterMune (the “Separation Agreement”) as a result of the 2007 reduction in force. This letter constitutes the final, binding terms of our agreement regarding your separation from employment.
EXHIBIT 10.26Revenue Adjustment Agreement • August 9th, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
RECITALSSecured Loan Agreement • February 2nd, 2000 • Intermune Pharmaceuticals Inc • California
Convertible Subordinated Notes due 2006 UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2001 • Intermune Inc • Pharmaceutical preparations • New York
SUPPLY AGREEMENT This Supply Agreement ("Agreement") is entered into as of May 5, 1998 (the "Effective Date") between Genentech, Inc., a Delaware corporation, with its principal offices at 1 DNA Way, South San Francisco, California 94080 ("Genentech")...Supply Agreement • March 22nd, 2000 • Intermune Pharmaceuticals Inc • Pharmaceutical preparations • California
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”).
ContractAsset Purchase Agreement • March 14th, 2008 • Intermune Inc • Pharmaceutical preparations • California
[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
QuickLinks -- Click here to rapidly navigate through this documentIntermune Inc • March 12th, 2004 • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the "Agreement") that InterMune, Inc. (the "Company") is offering to you to aid in your employment transition.
Re: Amendment No. 4 to the Data Transfer, Clinical Trial and Market Supply Agreement, dated as of January 27, 2000Intermune Inc • March 30th, 2007 • Pharmaceutical preparations
As you know, InterMune, Inc. (“InterMune”) and Boehringer Ingelheim Austria GmbH (“BI Austria”) are parties to that certain Data Transfer, Clinical Trial and Market Supply Agreement effective January 27, 2000, as amended effective June 19, 2002, September 18, 2003 and July 26, 2005 (the “Agreement”). This letter (this “Amendment”) will confirm our agreement to amend the Agreement as follows, effective as of the date first set forth above:
