***TEXT OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(B)(4)
AMENDMENT NO. THREE TO LICENSE AND COMMERCIALIZATION AGREEMENT
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.
WHEREAS, the Parties entered into that certain License and Commercialization Agreement effective as of June
15th, 2001, as subsequently amended pursuant to that certain Amendment No. One to License and
Commercialization Agreement dated April 25, 2002 and that certain Amendment Number 2 to
Amgen/InterMune License and Commercialization Agreement for Infergen of even date herewith (collectively the
"ORIGINAL AGREEMENT") pursuant to which Amgen granted certain rights to InterMune relating to the
Licensed Products; and
WHEREAS, the Parties now desire to amend the Original Agreement to amend the scope of certain provisions in
that Original Agreement and to provide terms under which they will operate in relation to the study and
commercialization of certain combinations of therapeutic pharmaceuticals, all as set forth herein.
NOW THEREFORE, based on the foregoing premises and the mutual covenants and obligations