0001104659-04-033585 Sample Contracts

INTERMUNE, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2004 • Intermune Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 2004, among the investors listed on Schedule I hereto (the “Investors”) and InterMune, Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO RIGHTS AGREEMENT BETWEEN INTERMUNE, INC. AND MELLON INVESTOR SERVICES LLC
Rights Agreement • November 4th, 2004 • Intermune Inc • Pharmaceutical preparations • New York

THIS AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made this 29th day of October 2004, by and between INTERMUNE, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (the “Rights Agent”).

WARBURG, PINCUS EQUITY PARTNERS, L.P. New York, NY 10017
Intermune Inc • November 4th, 2004 • Pharmaceutical preparations

In connection with the acquisition of Common Stock, par value $0.001 per share (the “Common Stock”), of InterMune, Inc., a Delaware corporation (the “Company”), by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership (“WPEP I”), Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership (“WPEP II”), Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (“WPEP III” and, together with WPEP, WPEP I and WPEP II, the “Purchasers”), Warburg Pincus & Co., a New York general partnership and the sole general partner of each of the Purchasers (“WP”), and Warburg Pincus LLC, a New York limited liability company and the sole manager of each of the Purchasers (“WP LLC” and, collectively, WP LLC, WP and the Purchasers are referred to herein as, the “Purchaser Group”), the Company and the Purchaser Group entered into a Stands

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