0001104659-04-013282 Sample Contracts

Aralast Promotion Agreement
Aralast Promotion Agreement • May 10th, 2004 • Intermune Inc • Pharmaceutical preparations

This Aralast Promotion Agreement (the “Agreement”) is effective March 26, 2004, (the “Effective Date”) by and between Baxter Healthcare Corporation, with offices at One Baxter Way, Westlake Village, California 91362 (“Baxter”) and InterMune, Inc. with offices at 3280 Bayshore Blvd., Brisbane, California 94005 (“InterMune”).

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INTERMUNE, INC. .25% CONVERTIBLE NOTES DUE 2011 PURCHASE AGREEMENT
Purchase Agreement • May 10th, 2004 • Intermune Inc • Pharmaceutical preparations • New York

InterMune, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $150,000,000 principal amount of its .25% Convertible Notes due 2011 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of February 17, 2004 (the “Indenture”) between the Company and Bank of New York, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $20,000,000 principal amount of its .25% Convertible Notes due 2011 (the “Additional Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such .25% Convertible Notes due 2011 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be convertible into shares of common stock,

Re: Consulting Agreement
Letter Agreement • May 10th, 2004 • Intermune Inc • Pharmaceutical preparations • California

This letter agreement sets forth the substance of the consulting arrangement (the “Agreement”) that INTERMUNE, INC. (the “Company”) is offering to you in connection with your resignation.

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