Tender Offer Statement by Third Party (sc To-t)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

INTERMUNE, INC.

(Name of Subject Company)

ROCHE HOLDINGS, INC.

KLEE ACQUISITION CORPORATION

(Names of Filing Persons – Offeror)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

45884X103

(Cusip Number of Class of Securities)

Frederick C. Kentz III

Roche Holdings, Inc.

1 DNA, MS #24,

South San Francisco, CA 94080

Telephone: (650) 225-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Marc O. Williams, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$8,978,449,707.09		$1,156,424.32

Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by InterMune, Inc. (“InterMune”) in connection with the exercise of any outstanding equity awards. The transaction value was determined by adding (I) the product of (A) 108,313,171 outstanding shares (“Shares”) of common stock of InterMune, of which 348,513 were restricted shares and (B) $74.00 (the “Offer Price”); (II) the product of (A) 4,711,825 outstanding options to purchase Shares having an exercise price less than the Offer Price and (B) the Offer Price; (III) the product of (A) outstanding restricted stock units in respect of 1,409,478 Shares subject to such restricted stock units (with any applicable performance conditions deemed to be achieved at maximum performance) and (B) the Offer Price; (IV) the product of (A) 13,585 Shares subject to outstanding rights under the Amended and Restated 2000 Employee Stock Purchase Plan (the “InterMune ESPP”) (assuming that the closing price per Share as reported on the NASDAQ Global Select Market on the last day of the offering period in effect under the InterMune ESPP on September 30, 2014 was equal to the Offer Price) and (B) the Offer Price; and (V) the product of (A) 6,882,342 Shares issuable upon the conversion of all of InterMune’s outstanding convertible notes and (B) the Offer Price.

The foregoing figures have been provided by InterMune to the offerors and are as of August 19, 2014, the most recent practicable date.

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00012880.

¨	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	Not applicable.	Filing Party:	Not applicable.
Form or Registration No.:	Not applicable	Date Filed:	Not applicable.

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

Items 1 through 9, and Item 11.

This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer by Klee Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”) of InterMune, Inc., a Delaware corporation, at $74.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 29, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.


Exhibit No.		Description

(a)(1)(i)*		Offer to Purchase, dated as of August 29, 2014.

(a)(1)(ii)*		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).

(a)(1)(iii)*		Notice of Guaranteed Delivery.

(a)(1)(iv)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(vi)*		Summary Advertisement as published in the Wall Street Journal on August 29, 2014.

(a)(5)(i)		Joint Media Release issued by Roche and InterMune on August 24, 2014 (incorporated by reference to Exhibit 99.1 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(ii)		Key Messages and Q&A dated August 24, 2014 (incorporated by reference to Exhibit 99.2 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(iii)		Letter sent to Roche employees dated August 24, 2014 (incorporated by reference to Exhibit 99.3 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(iv)		Letter sent to InterMune employees dated August 24, 2014 (incorporated by reference to Exhibit 99.4 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(v)		Email sent to Genetech employees from Ian Clark, Head North America, CEO of Genetech, dated August 24, 2014 (incorporated by reference to Exhibit 99.5 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).


Exhibit No.		Description

(a)(5)(vi)		Email sent to Roche European Union employees from Jennifer Cooke, Head of Pharma Region Europe, dated August 24, 2014 (incorporated by reference to Exhibit 99.6 of the first Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(vii)		Presentation used for investor relations conference call dated August 25, 2014 (incorporated by reference to Exhibit 99.1 of the second Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(viii)		Presentation used for InterMune E.U. employee town hall dated August 25, 2014 (incorporated by reference to Exhibit 99.2 of the second Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(ix)		Presentation used for InterMune U.S. employee town hall dated August 25, 2014 (incorporated by reference to Exhibit 99.3 of the second Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(x)		Email sent by Ian Clark, Head North America, CEO of Genetech, to InterMune U.S. commercial employees dated August 25, 2014 (incorporated by reference to Exhibit 99.4 of the second Roche Holdings, Inc. Pre-Commencement Communication on Schedule TO filed with the Commission on August 25, 2014).

(a)(5)(xi)		InterMune, Inc. Current Report on Form 8-K dated August 22, 2014 (incorporated by reference to the InterMune, Inc. Current Report on Form 8-K (File No. 000-29801) filed with the Commission on August 25, 2014).

(a)(5)(xii)*		Plaintiff’s original complaint filed by Kimberly Walters, individually and on behalf of all others similarly situated, on August 20, 2014, in the Superior Court of California, San Mateo County, CIV 530186.

(a)(5)(xiii)*		Press Release issued by Roche Holdings, Inc. dated August 29, 2014.

(b)		Not applicable.

(c)		Not applicable.

(d)(1)		Agreement and Plan of Merger, dated as of August 22, 2014, among InterMune, Inc., Roche Holdings, Inc. and Klee Acquisition Corporation (incorporated by reference to Exhibit 2.1 of the InterMune, Inc. Current Report on Form 8-K (File No. 000-29801) filed with the Commission on August 25, 2014).

(d)(2)*		Confidentiality Agreement, dated as of August 5, 2014, between Roche Holdings, Inc. and InterMune, Inc.

(e)		Not applicable.

(f)		Not applicable.

(g)		Not applicable.

(h)		Not applicable.

*	Filed herewith

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 29, 2014


KLEE ACQUISITION CORPORATION

By:	/s/ Bruce Resnick
	Name:	Bruce Resnick
	Title:	President


ROCHE HOLDINGS, INC.

By:	/s/ Bruce Resnick
	Name:	Bruce Resnick
	Title:	Vice President and Tax Counsel

Exhibit (a)(1)(i)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

InterMune, Inc.

$74.00 Net Per Share

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

THIS OFFER IS BEING MADE PURSUANT TO THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF AUGUST 22, 2014, AMONG INTERMUNE, INC., A DELAWARE CORPORATION (“INTERMUNE”), ROCHE HOLDINGS, INC., A DELAWARE CORPORATION (“PARENT”) AND KLEE ACQUISITION CORPORATION, A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“PURCHASER”). PURCHASER IS OFFERING TO PURCHASE ALL OF THE SHARES OF COMMON STOCK (THE “SHARES”), PAR VALUE $0.001 PER SHARE, OF INTERMUNE FOR $74.00 PER SHARE, NET TO THE SELLER IN CASH, WITHOUT INTEREST AND LESS ANY REQUIRED WITHHOLDING TAXES, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL (WHICH, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS HERETO AND THERETO, COLLECTIVELY CONSTITUTE THE “OFFER”). UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE CONSIDERATION PAID FOR SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

THE BOARD OF DIRECTORS OF INTERMUNE HAS DULY AND UNANIMOUSLY (I) APPROVED THE MERGER AGREEMENT AND DECLARED THE MERGER AGREEMENT, THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT TO BE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, INTERMUNE AND ITS STOCKHOLDERS; (II) RESOLVED THAT THE MERGER CONTEMPLATED THEREBY SHALL BE GOVERNED BY AND EFFECTED WITHOUT A STOCKHOLDERS’ MEETING PURSUANT TO SECTION 251(H) OF THE DELAWARE GENERAL CORPORATION LAW (THE “DGCL”) AND THAT SUCH MERGER SHALL BE CONSUMMATED AS SOON AS PRACTICABLE FOLLOWING THE CLOSING OF THE OFFER; AND (III) RECOMMENDED THAT THE HOLDERS OF THE SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. INTERMUNE HAS BEEN ADVISED THAT ALL OF ITS DIRECTORS AND EXECUTIVE OFFICERS INTEND TO TENDER ALL OF THEIR TRANSFERRABLE SHARES PURSUANT TO THE OFFER.

THE OFFER IS NOT CONDITIONED ON OBTAINING FINANCING OR THE FUNDING THEREOF. HOWEVER, THE OFFER IS SUBJECT TO VARIOUS OTHER CONDITIONS, INCLUDING, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF COMMON STOCK OF INTERMUNE (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ALL

SHARES OF INTERMUNE COMMON STOCK DELIVERED PURSUANT TO GUARANTEED DELIVERY INSTRUCTIONS FOR WHICH CERTIFICATES HAVE NOT YET BEEN DELIVERED, AS FURTHER DESCRIBED IN THIS OFFER TO PURCHASE) THAT REPRESENT AT LEAST A MAJORITY OF THE OUTSTANDING SECURITIES ENTITLED GENERALLY TO VOTE IN THE ELECTION OF DIRECTORS OF INTERMUNE, ON A FULLY DILUTED BASIS, WHETHER OR NOT THEN VESTED AND AFTER GIVING EFFECT TO THE EXERCISE, CONVERSION OR EXCHANGE OF ANY THEN OUTSTANDING OPTIONS, RIGHTS AND SECURITIES EXERCISABLE, CONVERTIBLE OR EXCHANGEABLE INTO SUCH VOTING SECURITIES. A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER, INCLUDING THE CONDITIONS, APPEARS ON PAGES (1) THROUGH (12).

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD READ BOTH CAREFULLY BEFORE DECIDING WHETHER TO TENDER YOUR SHARES.

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.

August 29, 2014

IMPORTANT

If you desire to tender all or any portion of your shares of InterMune common stock in the Offer, this is what you must do:

•

If you are a record holder (i.e., a stock certificate or uncertificated stock has been issued to you), you must complete and sign the enclosed Letter of Transmittal, in accordance with the instructions provided therein, and send it with your stock certificate to Citibank, N.A., the depositary for the Offer (the “Depositary”), or follow the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase. These materials must reach the Depositary prior the expiration of the Offer. Detailed instructions are contained in the Letter of Transmittal and in “The Offer—Section 3—Procedures for Tendering Shares” of this Offer to Purchase.

•

If you are a record holder and your stock is certificated but your stock certificate is not available or you cannot deliver it to the Depositary prior to the expiration of the Offer, you may be able to tender your shares of InterMune common stock using the enclosed Notice of Guaranteed Delivery. Please call MacKenzie Partners, Inc., the information agent for the Offer, toll free, at (800) 322-2855 (or please call (212) 929-5500 (collect) if you are located outside the U.S. or Canada) for assistance. See “The Offer—Section 3—Procedures for Tendering Shares” for further details.

•

If you hold your shares of InterMune common stock through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your InterMune shares be tendered.

The Letter of Transmittal, the certificates for the shares and any other required documents must reach the Depositary prior to the expiration of the Offer (currently scheduled for 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless extended or earlier terminated), unless the procedures for guaranteed delivery described in “The Offer—Section 3—Procedure for Tendering Shares” of this Offer to Purchase are followed.

This transaction has not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful.

* * *

Questions and requests for assistance may be directed to the information agent at the address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the information agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may also be found at the website maintained by the SEC at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

TABLE OF CONTENTS


		Page
SUMMARY TERM SHEET			5
INTRODUCTION			13
THE OFFER			17
1.	Terms of the Offer		17
2.	Acceptance for Payment and Payment for Shares		18
3.	Procedures for Tendering Shares		19
4.	Withdrawal Rights		22
5.	Certain U.S. Federal Income Tax Consequences		22
6.	Price Range of Shares; Dividends		24
7.	Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations.		25
8.	Certain Information Concerning InterMune		26
9.	Certain Information Concerning Purchaser and Parent		28
10.	Source and Amount of Funds		30
11.	Background of the Offer; Contacts with InterMune		30
12.	Purpose of the Offer; Plans for InterMune; Stockholder Approval; Appraisal Rights		33
13.	The Transaction Documents		35
14.	Dividends and Distributions		48
15.	Conditions to the Offer		49
16.	Certain Legal Matters; Regulatory Approvals		51
17.	Fees and Expenses		55
18.	Miscellaneous		56

SCHEDULE I

Directors, Executive Officers and Controlling Shareholders of Ultimate Parent			S-1
Directors and Executive Officers of Parent			S-4
Directors and Executive Officers of Purchaser			S-5

SUMMARY TERM SHEET

Klee Acquisition Corporation (“Purchaser”), a wholly owned subsidiary of Roche Holdings, Inc. (“Parent”), is offering to purchase all outstanding shares of common stock, par value $0.001 per share, of InterMune, Inc. (“InterMune”) for $74.00 per share (the “Offer Price”), net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal and pursuant to the Agreement and Plan of Merger, dated as of August 22, 2014, among InterMune, Parent and Purchaser. The following are some of the questions you, as an InterMune stockholder, may have, and answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase, and you should carefully read this Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the related Letter of Transmittal. This summary term sheet includes cross-references to other sections of this Offer to Purchase to direct you to the sections of the Offer to Purchase containing a more complete description of the topics covered in this summary term sheet. Unless the context otherwise requires, the terms “we,” “our” and “us” refer to Purchaser.


Securities Sought		All of the outstanding shares of common stock, par value $0.001 per share, of InterMune.

Price Offered Per Share		$74.00, net to the seller in cash, without interest, but subject to any required withholding of taxes.

Scheduled Expiration of Offer		12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless the Offer is extended or earlier terminated.

Purchaser		Klee Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation.

Who is offering to buy my securities?

Our name is Klee Acquisition Corporation. We are a Delaware corporation formed for the purpose of making this tender offer for all of the common stock of InterMune and completing the process by which we will be merged with and into InterMune. We are a wholly owned subsidiary of Parent, a Delaware corporation and an indirect subsidiary of Roche Holding Ltd, a Swiss joint-stock company (“Ultimate Parent”). See the “Introduction” to this Offer to Purchase and “The Offer—Section 9—Certain Information Concerning Purchaser and Parent.”

What securities are you offering to purchase?

We are offering to purchase all of the outstanding common stock, par value $0.001 per share, of InterMune, on the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. We refer to each share of InterMune common stock as a “share.” See the “Introduction” to this Offer to Purchase and “The Offer—Section 1—Terms of the Offer.”

Why are you making the Offer?

We are making the Offer to acquire the entire equity interest in InterMune. If the Offer is consummated, pursuant to the Merger Agreement, Parent intends immediately thereafter to cause Purchaser to merge with and into InterMune (the “Merger”), with InterMune continuing as the surviving corporation and a wholly owned subsidiary of Parent. Upon consummation of the Merger, InterMune will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent.

How much are you offering to pay for my securities and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $74.00 per share, net to the seller in cash, without interest and less any required withholding taxes. If you are the record holder of your shares (i.e., a stock certificate or uncertificated stock has been issued to you) and you directly tender your shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your shares on your behalf, they may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Do you have the financial resources to pay for the shares?

Yes. Based upon InterMune’s filings with the SEC and more recent information provided to us by InterMune, we estimate that we will need approximately $8.9 billion to acquire InterMune pursuant to the Offer and the Merger to pay amounts payable in respect of certain stock options, restricted share units, restricted shares and purchase rights under the InterMune employee stock purchase plan, to pay related fees and expenses and to pay all other amounts that may become due and payable as a result of the Offer and the Merger (including such amounts which may become due and payable in respect of InterMune’s outstanding convertible notes). Ultimate Parent and its controlled affiliates expect to contribute or otherwise advance to us the funds necessary to consummate the Offer and the Merger and to pay related fees and expenses. It is anticipated that all of such funds will be obtained from Ultimate Parent’s or its controlled affiliates’ general corporate funds, commercial paper lines and the issuance of new bonds.

The Offer is not conditioned upon any financing arrangements or the funding thereof. See “The Offer—Section 10—Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender shares and accept the Offer because:

•

the Offer is being made for all outstanding shares solely for cash;

•

as described above, we, through our Ultimate Parent and its controlled affiliates, will have sufficient funds to purchase all shares validly tendered, and not withdrawn, in the Offer and to provide funding for the Merger, which is expected to follow as promptly as practicable following the completion of the Offer;

•

consummation of the Offer is not subject to any financing condition; and

•

if we consummate the Offer, we expect to acquire any remaining shares for the same cash per share price in the Merger.

See “The Offer—Section 10—Source and Amount of Funds.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things:

•

there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to the expiration of the Offer, a number of shares (excluding shares tendered pursuant to notices of guaranteed delivery for which shares have not been delivered) that represent at least a majority of the outstanding securities entitled generally to vote in the election of directors of InterMune, on a fully

diluted basis, whether or not then vested and after giving effect to the exercise, conversion or exchange of any then outstanding options, rights and securities exercisable, convertible or exchangeable into such voting securities (which we refer to as the “Minimum Condition”); and

•

the expiration or termination of the waiting period (and any extension thereof) or receipt of clearance under (A) the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), and (B) any German and Austrian competition, merger control, trade regulation, antitrust or similar laws applicable to the Offer and the Merger, in either case, without the imposition of any requirement that Parent, Purchaser or any of their affiliates (x) divest or otherwise hold separate, or take any other action with respect to any of their or InterMune’s or any of their respective affiliates’ businesses, assets or properties if required in connection with the completion of, or as a result of, the transactions contemplated by the Merger Agreement or (y) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity in connection with the completion of the transactions contemplated by the Merger Agreement (such requirements collectively, the “Regulatory Condition”).

Other conditions to the Offer are described in “The Offer—Section 15—Conditions to the Offer.” See also “The Offer—Section 16—Certain Legal Matters; Regulatory Approvals.” Consummation of the Offer is not conditioned on obtaining financing or the funding thereof.

Is there an agreement governing the Offer?

Yes. InterMune, Parent and Purchaser have entered into the Agreement and Plan of Merger, dated as of August 22, 2014. Pursuant to the Merger Agreement, the parties have agreed on, among other things, the terms and conditions of the Offer and, following consummation of the Offer, the Merger of Purchaser with and into InterMune. See the “Introduction” to this Offer to Purchase and “The Offer—Section 13—The Transaction Documents—The Merger Agreement.”

What does InterMune’s board of directors think about the Offer?

InterMune’s board of directors duly and unanimously:

•

approved the Merger Agreement and declared the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement to be advisable and fair to, and in the best interests of, InterMune and its stockholders;

•

resolved that the Merger shall be governed by and effected without a stockholders’ meeting pursuant to Section 251(h) of the DGCL and that such Merger shall be consummated as soon as practicable following the closing of the Offer; and

•

recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

InterMune will file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission indicating the approval of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement by its board of directors and recommending that InterMune’s stockholders tender their shares in the Offer.

See “The Offer—Section 11—Background of the Offer; Contacts with InterMune” and “The Offer—Section 13—The Transaction Documents—The Merger Agreement.”

How long do I have to decide whether to tender in the Offer?

You have until at least 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, to decide whether to tender your shares in the Offer. See “The Offer—Section 1—Terms of the Offer.” If you cannot deliver everything required to make a valid tender to the Depositary, prior to such time, you may be

able to use a guaranteed delivery procedure, which is described in “The Offer—Section 3—Procedure for Tendering Shares.” In addition, if we extend the Offer as described below under “Introduction” to this Offer to Purchase, you will have an additional opportunity to tender your shares. Please be aware that if your shares are held by a broker, dealer, commercial bank, trust company or other nominee, they may require advance notification before the expiration time of the Offer.

When and how will I be paid for my tendered shares?

If the conditions to the Offer set forth in “The Offer—Section 15—Conditions of the Offer” are satisfied or waived as of the expiration of the Offer, we will pay for all validly tendered and not validly withdrawn shares as soon as practicable after the date of expiration of the Offer (but in no event more than three business days thereafter).

We will pay for your validly tendered and not withdrawn shares by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered shares will be made only after timely receipt by the Depositary of certificates for such shares (or of a confirmation of a book-entry transfer of such shares as described in “The Offer—Section 3—Procedure for Tendering Shares”), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents for such shares.

Can the Offer be extended and under what circumstances?

Yes. If at the scheduled expiration date of the Offer, including following a prior extension, any condition to the Offer (other than the Minimum Condition) has not been satisfied or waived, we will extend the Offer for one or more consecutive periods of not more than five business days (or for such longer period as may be agreed to by InterMune) until such time as such conditions shall have been satisfied or waived. In addition, we will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff that is applicable to the Offer. If at any scheduled expiration date of the Offer the only condition to the Offer that has not been satisfied or waived is the Minimum Condition, then we have the right to (and, if requested by InterMune, must) extend the Offer for one or more consecutive periods of not more than five business days (or for such longer period as may be agreed by InterMune until such condition is satisfied).

We have no obligation, however, to extend the Offer beyond October 21, 2014, but if on such date all conditions to the Offer have been satisfied or waived other than the Regulatory Condition or certain other conditions related to governmental challenges to the Offer or the Merger based on the antitrust laws of certain jurisdictions, either InterMune or Parent can cause the Offer to be extended until March 20, 2015 in accordance with the above-described extension procedures. See “The Offer—Section 1—Terms of the Offer.”

Will you provide a subsequent offering period?

We do not presently intend to offer a subsequent offering period and are not permitted by the Merger Agreement to do so without InterMune’s consent.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform the Depositary of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the business day after the day on which the Offer was scheduled to expire.

How do I tender my shares?

If you wish to accept the Offer, this is what you must do:

•

If you are a record holder (i.e., a stock certificate or uncertificated stock has been issued to you), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to the Depositary or follow the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase. These materials must reach the Depositary prior to the expiration of the Offer. Detailed instructions are contained in the Letter of Transmittal and in “The Offer—Section 3—Procedure for Tendering Shares.”

•

If you are a record holder and your stock is certificated, but your stock certificate is not available or you cannot deliver it to the Depositary prior to the expiration of the Offer, you may be able to tender your shares using the enclosed Notice of Guaranteed Delivery. Please call MacKenzie Partners, Inc., the Information Agent, toll free, at (800) 322-2855 (or please call (212) 929-5500 (collect) if you are located outside of the U.S. or Canada) for assistance. See “The Offer—Section 3—Procedure for Tendering Shares” for further details.

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If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your shares be tendered.

How do I tender shares that are not represented by a certificate?

If you directly hold uncertificated shares in an account with InterMune’s transfer agent, Computershare Trust Company, N.A., you should follow the instructions for book-entry transfer of your shares as described in Section 3 of this Offer to Purchase and in the attached Letter of Transmittal. If you hold your uncertificated InterMune shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your InterMune shares be tendered.

Until what time can I withdraw tendered shares?

You can withdraw some or all of the shares that you previously tendered in the Offer at any time prior to the expiration time of the Offer (as it may be extended from time to time). Further, if we have not accepted your shares for payment by October 28, 2014, you may withdraw them at any time after October 28, 2014. Once we accept your tendered shares for payment upon expiration of the Offer, however, you will no longer be able to withdraw them. See “The Offer—Section 4—Withdrawal Rights.”

How do I withdraw tendered shares?

To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, which includes the required information, to the Depositary while you have the right to withdraw the shares. If you tendered shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange to withdraw the shares. See “The Offer—Section 4—Withdrawal Rights.”

Can holders of stock options, restricted stock units, restricted shares and/or outstanding purchase rights under the InterMune employee stock purchase plan participate in the Offer?

The Offer is only for shares of common stock of InterMune that are not subject to vesting conditions and not for any options to purchase shares, restricted stock units (“RSUs”), restricted shares (meaning shares subject to vesting conditions) or purchase rights under InterMune’s Amended and Restated 2000 Employee Stock Purchase Plan (the “InterMune ESPP”). If you hold unexercised stock options and you wish to participate in the Offer, you must exercise your stock options (to the extent they are exercisable) in accordance with the terms of the applicable InterMune stock plan and award agreement, and tender the shares received upon the exercise in

accordance with the terms of the Offer. Holders of unexercisable stock options will be unable to exercise such stock options and are not eligible to participate in the Offer with respect to the shares underlying such stock options. Holders of RSUs, restricted shares and/or purchase rights under the InterMune ESPP are not eligible to participate in the Offer.

Immediately prior to the closing of the Merger, each then-outstanding option to purchase shares, whether vested or unvested, will become fully exercisable and may be exercised immediately prior to the closing of the Merger. To the extent not exercised prior to the closing of the Merger, then, at the closing of the Merger, each option to purchase shares will be canceled, with the holder of such stock option becoming entitled to receive an amount in cash equal to (A) the excess, if any, of (1) the Offer Price minus (2) the exercise price per share of the shares subject to such stock option, multiplied by (B) the number of shares subject to such stock option immediately prior to the closing of the Merger, less any required withholding taxes. See “The Offer—Section 13—The Transaction Documents—The Merger Agreement—InterMune Stock Options.”

At the closing of the Merger, each then-outstanding RSU with respect to shares will be canceled with the holder of such RSU becoming entitled to receive an amount in cash equal to (A) the Offer Price multiplied by (B) the number of shares subject to such RSU immediately prior to the closing of the Merger (with any applicable performance conditions deemed to be achieved at maximum performance), less any required withholding taxes. See “The Offer—Section 13—The Transaction Documents—The Merger Agreement—InterMune Restricted Stock Units.”

At the closing of the Merger, each then-outstanding award of restricted shares will be canceled, with the holder thereof becoming entitled to receive an amount of cash equal to (A) the Offer Price multiplied by (B) the number of restricted shares subject to such award immediately prior to the closing of the Merger (with any applicable performance conditions deemed to be achieved at maximum performance), less any required withholding taxes. See “The Offer—Section 13—The Transaction Documents—The Merger Agreement—InterMune Restricted Shares.”

Effective immediately after the closing of the Offer, (A) the then-current purchase period under the InterMune ESPP will end and each participant’s accumulated payroll deduction will be used to purchase shares in accordance with the terms of the InterMune ESPP, (B) the shares so purchased will be converted at the closing of the Merger into the right to receive an amount in cash equal to the Offer Price, less any required withholding taxes and (C) no further purchase period will commence under the InterMune ESPP following that date. At the closing of the Merger, InterMune will cause the InterMune ESPP to terminate, and no further purchase rights will be granted or exercised under the InterMune ESPP. See “The Offer—Section 13—The Transaction Documents—The Merger Agreement—InterMune Employee Stock Purchase Plan.”

Will the Offer be followed by a Merger if not all of the shares are tendered in the Offer? If the Offer is completed, will InterMune continue as a public company?

If we purchase at least a majority of the outstanding shares, on a fully diluted basis, in the Offer and the other conditions to the Merger are satisfied or waived, assuming certain statutory requirements are met, we will effect the Merger of us into InterMune as promptly as practicable in accordance with the terms of the Merger Agreement without a vote or any further action by the stockholders of InterMune pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, if the Minimum Condition is not satisfied, we are not required to (nor are we permitted without InterMune’s consent to) accept shares for purchase in the Offer nor will we be able to consummate the Merger.

However, if the Offer is consummated, we expect to complete the Merger pursuant to the applicable provisions of the DGCL, after which the surviving corporation will be a wholly owned subsidiary of Parent and the Shares will no longer be publicly traded. If the Merger takes place, all remaining stockholders (other than

InterMune, its subsidiaries, Parent, us or any subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Delaware law) will receive the price per share paid in the Offer. See the “Introduction” to this Offer to Purchase and “The Offer—Section 12—Purpose of the Offer; Plans for InterMune; Stockholder Approval; Appraisal Rights” and “The Offer—Section 13—The Transaction Documents—The Merger Agreement.”

If I decide not to tender, how will the Offer affect my shares?

If the Merger takes place between InterMune and Purchaser, InterMune stockholders not tendering their shares in the Offer (other than InterMune, any of its subsidiaries, Parent, us or any subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Delaware law) will receive cash in an amount equal to the price per share paid in the Offer, less any required withholding taxes. If we accept and purchase shares in the Offer, we will consummate the Merger as soon as practicable without a vote of or any further action by the stockholders of InterMune, pursuant to Delaware law. Therefore, if the Merger takes place and you do not validly exercise your appraisal rights under Section 262 of the DGCL, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares.

While we intend to consummate the Merger as soon as practicable after we consummate the Offer, if the Merger does not take place and the Offer is consummated, there may be so few remaining stockholders and publicly traded shares that there will no longer be an active or liquid public trading market (or, possibly, any public trading market) for shares held by stockholders other than us. We cannot predict whether the reduction in the number of shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the shares. Also, InterMune may no longer be required to make filings with the United States Securities and Exchange Commission (the “SEC”) or otherwise may no longer be required to comply with the SEC rules relating to publicly held companies. See “The Offer—Section 7—Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations” and “The Offer—Section 13—The Transaction Documents—The Merger Agreement.”

Assuming the Minimum Condition is satisfied and we purchase the tendered Shares in the Offer, no stockholder vote will be required to consummate the Merger, and we do not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger. See “The Offer—Section 12—Purpose of the Offer; Plans for InterMune; Stockholder Approval—No Stockholder Approval.”

Are appraisal rights available in either the Offer or the Merger?

No appraisal rights are available in connection with the Offer. However, pursuant to the DGCL, if the Merger is consummated, stockholders who do not tender their Shares in the Offer will have the right, by fully complying with the applicable provisions of Section 262 of the DGCL, to choose not to accept the consideration payable for their Shares pursuant to the Merger, and instead to demand an appraisal of their Shares by the Court of Chancery of the State of Delaware and receive a cash payment of the “fair value” of their Shares as of the effective time of the Merger as determined by the Court of Chancery of the State of Delaware. The “fair value” of such Shares as of the effective time of the Merger may be more than, less than, or equal to the Offer Price. See “The Offer—Section 12—Purpose of the Offer; Plans for InterMune; Stockholder Approval; Appraisal Rights—Appraisal Rights.”

What is the market value of my shares as of a recent date?

On August 12, 2014, the last full trading day before the media reported rumors of a possible transaction involving InterMune, the highest reported intraday sale price per share on the NASDAQ Global Select Market (“NASDAQ”) was $45.80 in published financial sources. On August 22, 2014, the last full trading day before we

announced our intention to commence the Offer, the highest intraday sale price of the shares on NASDAQ was $53.93 per share. On August 28, 2014, the last full trading day before the date of this Offer to Purchase, the closing price of the shares on NASDAQ was $73.21. Please obtain a recent quotation for the shares before deciding whether or not to tender your shares.

What are the U.S. federal income tax consequences of exchanging my shares pursuant to the Offer?

In general, your exchange of shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the tax consequences to you of exchanging your shares pursuant to the Offer in light of your particular circumstances. See “The Offer—Section 5—Certain U.S. Federal Income Tax Consequences.”

Who can I talk to if I have questions about the Offer?

You can call MacKenzie Partners, Inc., the Information Agent, toll free, at (800) 322-2885 (or please call (212) 929-5500 (collect) if you are located outside the U.S. or Canada). See the back cover of this Offer to Purchase.

To the Stockholders of InterMune, Inc.:

INTRODUCTION

You will not be required to pay brokerage fees, commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the exchange of Shares for cash pursuant to the Offer. However, if you do not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal (or other applicable form), you may be subject to backup withholding at a current rate of 28% on the gross proceeds payable to you. See “The Offer—Section 3—Procedures for Tendering Shares—Backup Withholding.” Stockholders with Shares held in street name by a broker, dealer, commercial bank, trust company or other nominee should consult with their nominee to determine if they will be charged any transaction fees. We will pay all charges and expenses of Citibank, N.A., the depositary for the Offer (the “Depositary”) and MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”) incurred in connection with the Offer. See “The Offer—Section 17—Fees and Expenses.”

We are making the Offer pursuant to the Agreement and Plan of Merger, dated as August 22, 2014 (the “Merger Agreement”), among InterMune, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after consummation of the Offer and subject to the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will merge with and into InterMune (the “Merger”), with InterMune continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Merger Effective Time”), each outstanding Share (other than shares held by InterMune, any of its subsidiaries, Parent, us or any subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will be converted into the right to receive the Offer Price in cash, without interest and less any required withholding taxes. The Merger is subject to the satisfaction or waiver of certain conditions described in “The Offer—Section 13—The Transaction Documents—The Merger Agreement—Conditions to the Merger.” “The Offer—Section 13—The Transaction Documents—The Merger Agreement” contains a more detailed description of the Merger Agreement. “Section 5—Certain U.S. Federal Income Tax Consequences” describes certain U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger.

The Offer is being made only for Shares that are not subject to vesting conditions and is not made for any options to purchase Shares (the “InterMune Stock Options”), InterMune restricted stock units (the “InterMune RSUs”), InterMune restricted Shares (the “InterMune Restricted Shares”) or purchase rights under InterMune’s Amended and Restated 2000 Employee Stock Purchase Plan (the “InterMune ESPP”). The Merger Agreement provides that:

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immediately prior to the Merger Effective Time, each then-outstanding InterMune Stock Option, whether vested or unvested, will become fully exercisable and may be exercised immediately prior to the Merger Effective Time. To the extent not exercised prior to the Merger Effective Time, then, at the Merger Effective Time, each InterMune Stock Option will be canceled, with the holder of such InterMune Stock Option becoming entitled to receive an amount in cash equal to (A) the excess, if any, of (1) the Offer Price minus (2) the exercise price per Share of the Shares subject to such InterMune Stock Option, multiplied by (B) the number of Shares subject to such InterMune Stock Option immediately prior to the Merger Effective Time, less any required withholding taxes;

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at the Merger Effective Time, each then-outstanding InterMune RSU will be canceled, with the holder of such InterMune RSU becoming entitled to receive an amount in cash equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such InterMune RSU immediately prior to the Merger Effective Time (with any applicable performance conditions deemed to be achieved at maximum performance), less any required withholding taxes;

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at the Merger Effective Time, each then-outstanding award of InterMune Restricted Shares will be canceled, with the holder thereof becoming entitled to receive an amount of cash equal to (A) the Offer Price multiplied by (B) the number of InterMune Restricted Shares subject to such award immediately prior to the Merger Effective Time (with any applicable performance conditions deemed to be achieved at maximum performance), less any required withholding taxes; and

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effective immediately after the closing of the Offer, (A) the then-current purchase period under the InterMune ESPP will end and each participant’s accumulated payroll deduction will be used to purchase Shares in accordance with the terms of the InterMune ESPP, (B) the Shares so purchased will be converted at the Merger Effective Time into the right to receive an amount in cash equal to the Offer Price, less any required withholding taxes and (C) no further purchase period will commence under the InterMune ESPP following that date. At the Merger Effective Time, InterMune will cause the InterMune ESPP to terminate, and no further purchase rights will be granted or exercised under the InterMune ESPP.

The InterMune board of directors (the “InterMune Board”) has duly and unanimously (i) approved the Merger Agreement and declared the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement to be advisable and fair to, and in the best interests of, InterMune and its stockholders; (ii) resolved that the Merger shall be governed by and effected without a stockholders’ meeting pursuant to Section 251(h) of the DGCL and that such Merger shall be consummated as soon as practicable following the closing of the Offer; and (iii) recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

InterMune will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the United States Securities and Exchange Commission (the “SEC”) and disseminate the Schedule 14D-9 to holders of Shares, in connection with the Offer. The Schedule 14D-9 will include a more complete description of the InterMune Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby and therefore stockholders are encouraged to review the Schedule 14D-9 carefully and in its entirety.

The Offer is conditioned upon, among other things, (i) there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to the expiration of the Offer, a number of shares (excluding shares tendered pursuant to notices of guaranteed delivery for which shares have not been delivered) that represent at least a majority of the outstanding securities entitled generally to vote in the election of directors of InterMune, on a fully diluted basis, whether or not then vested and after giving effect to the exercise, conversion or exchange of any then outstanding options, rights and securities exercisable, convertible or exchangeable into such voting securities (which we refer to as the “Minimum Condition”); and expiration or termination of the waiting period (and any extension thereof) or receipt of clearance under (A) the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), and (B) any German and Austrian competition, merger control, trade regulation, antitrust or similar laws (the “Specified Merger Control Laws”) applicable to the purchase of the Shares, in each case, without the imposition of any Burdensome Condition (as defined in “The Offer—Section 16—Certain Legal Matters; Regulatory Approvals—Regulatory Undertaking”) (the “Regulatory Condition”). The Offer is not conditioned upon Parent or Purchaser obtaining financing or the funding thereof. These and other conditions to the Offer are described in “The Offer—Section 15—Conditions to the Offer” and “The Offer—Section 16—Certain Legal Matters; Regulatory Approvals.”

According to InterMune, as of the close of business on August 19, 2014, the most recent practicable date, there were/was (i) 108,313,171 Shares issued and outstanding, of which 348,513 were InterMune Restricted

Shares, (ii) 60,533,785 Shares held by InterMune in its treasury, (iii) outstanding $1,500,000 in aggregate principal amount of InterMune’s 5.0% Convertible Senior Notes due 2015 (the “InterMune 2015 Convertible Notes”) and the conversion rate applicable to the InterMune 2015 Convertible Notes (without giving effect to any “make-whole” amount) was 52.9661 Shares per $1,000 principal amount, (iv) outstanding $24,721,000 in aggregate principal amount of InterMune’s 2.50% Convertible Senior Notes due 2018 (the “InterMune 2018 Convertible Notes”) and the conversion rate applicable to the InterMune 2018 Convertible Notes (without giving effect to any “make-whole” amount) was 77.7001 Shares per $1,000 principal amount, (v) outstanding $155,250,000 in aggregate principal amount of InterMune’s 2.50% Convertible Senior Notes due 2017 (the “InterMune 2017 Convertible Notes” and together with the InterMune 2015 Convertible Notes and the InterMune 2018 Convertible Notes, the “InterMune Convertible Notes”) and the conversion rate applicable to the InterMune 2017 Convertible Notes (without giving effect to any “make-whole” amount) was 31.4465 Shares per $1,000 principal amount, (vi) no Shares of preferred stock issued or outstanding, (vii) 4,711,825 Shares were subject to outstanding InterMune Stock Options, (viii) InterMune RSUs with respect to 1,409,478 Shares (assuming any applicable performance conditions deemed to be achieved at maximum performance), (ix) 13,585 Shares were subject to outstanding rights under the InterMune ESPP (assuming that the closing price per Share as reported on NASDAQ on the last day of the offering period in effect under the InterMune ESPP on September 30, 2014 was equal to the Offer Price) and (x) 4,344,599 Shares were reserved for issuance pursuant to InterMune’s Amended and Restated 2000 Equity Incentive Plan, the InterMune’s Amended and Restated 2000 Non-Employee Directors’ Stock Option Plan and the ESPP (such plans together, the “InterMune Stock Plans”), 472,823 of which are expected to be subject to InterMune Stock Options and InterMune RSUs scheduled to be granted to newly hired employees of InterMune on September 8, 2014.

Assuming no additional Shares are issued prior to the expiration of the Offer, we anticipate that the Minimum Condition would be satisfied if approximately 60,665,201 Shares are validly tendered pursuant to the Offer and not withdrawn.

Section 251(h) of the DGCL provides that, if following consummation of a tender offer for any and all shares of a public Delaware corporation that would otherwise be entitled to vote on a merger (other than shares held by the acquiring entity and its affiliates), the stock irrevocably accepted for purchase pursuant to such offer and received by the depository prior to expiration of such offer, plus the stock otherwise owned by the acquiring entity equals at least the amount of shares of each class of stock of the target corporation that would otherwise be required for the stockholders of the target corporation to adopt a merger agreement with the acquiring entity, and each share of each class or series of stock of the target corporation not irrevocably accepted for purchase in the offer is converted into the right to receive the same consideration as was payable in the tender offer, the target corporation can effect a merger without the vote of the stockholders of the target corporation. Therefore, the parties have agreed, and the Merger Agreement requires, that, subject to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after the consummation of the Offer, without a vote of InterMune stockholders, in accordance with Section 251(h) of the DGCL. See “The Offer—Section 12—Purpose of the Offer; Plans for InterMune; Stockholder Approval.”

The Offer is conditioned upon the fulfillment of the conditions described in “ The Offer—Section 15—Conditions to the Offer.” The Offer will expire at 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless we extend the Offer. See “ The Offer—Section 13—The Transaction Documents—The Merger Agreement—Extensions of the Offer.”

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer or the Merger. If the Minimum Condition is satisfied and Purchaser consummates the Offer, Purchaser will consummate the Merger pursuant to Section 251(h) of the DGCL without the approval of InterMune’s stockholders.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

THE OFFER

1.	Terms of the Offer

Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay for all Shares that are validly tendered and not validly withdrawn in accordance with the procedures set forth in “—Section 3—Procedures for Tendering Shares” on or prior to the Expiration Time. “Expiration Time” means 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless extended or earlier terminated, in which event “Expiration Time” means the latest time and date at which the Offer, as so extended, expires. No “subsequent offering period” in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”) will be available without the consent of InterMune.

The Offer is subject to the conditions set forth in “—Section 15—Conditions to the Offer,” which include, among other things, satisfaction of the Minimum Condition and Regulatory Condition. See “—Section 16—Certain Legal Matters; Regulatory Approvals.” Subject to the satisfaction and waiver of the conditions to the Offer, we will accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the Expiration Time.

Pursuant to the terms of the Merger Agreement, if at the scheduled expiration date of the Offer, including following a prior extension, any condition to the Offer (other than the Minimum Condition) has not been satisfied or waived, we will extend the Offer for one or more consecutive periods of not more than five business days until such time as such conditions shall have been satisfied or waived. In addition, we will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff that is applicable to the Offer or for any period otherwise required by applicable law. If at any scheduled expiration date of the Offer the only condition to the Offer that has not been satisfied or waived is the Minimum Condition, then we have the right to (and, if requested by InterMune, must) extend the Offer for one or more consecutive periods of not more than five business days (or for such longer period as may be agreed by InterMune) until such condition is satisfied. We have no obligation, however, to extend the Offer beyond October 21, 2014, but if on such date all conditions to the Offer have been satisfied or waived other than the Regulatory Condition or certain other conditions related to governmental challenges to the Offer or the Merger based on the antitrust laws of certain jurisdictions, either InterMune or Parent can cause the Offer to be extended until March 20, 2015 in accordance with the above-described extension procedures. See “—Section 4—Withdrawal Rights.”

Purchaser also reserves the right to waive any of the conditions to the Offer and to make any change in the terms of the Offer, provided that InterMune’s consent is required for Purchaser to (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive, amend or modify the Minimum Condition or the condition requiring the Merger Agreement not to have been terminated in order to close the Offer, (iv) add to any of the conditions described in “—Section 15—Conditions to the Offer” or amend, modify or supplement any such condition in any manner adverse to any holders of Shares, (v) terminate, or extend or otherwise change the Expiration Time, except as described under “The Offer—Section 13—The Transaction Documents—The Merger Agreement—Extensions of the Offer” below, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

If we make a material change to the terms of the Offer or waive a material condition to the Offer, we will extend the Offer and disseminate additional tender offer materials, in each case, to the extent required by applicable law. The minimum period during which a tender offer must remain open following material changes in the terms of the offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Condition is a material change in the

terms of an offer. The release states that an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought (including, for the avoidance of doubt, a change in price or percentage of securities sought), a minimum of ten business days generally is required to allow adequate dissemination and investor response. If, prior to the Expiration Time, Purchaser increases the consideration being paid for Shares accepted for payment pursuant to the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered prior to the announcement of the increase in consideration.

Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which we may choose to make any public announcement, we will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time.

As soon as practicable after the closing of the Offer, Purchaser and Parent expect to complete the Merger without a vote of the stockholders of InterMune pursuant to Section 251(h) of the DGCL. We do not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

InterMune has provided us with its stockholder list, security position listings and certain other information regarding the beneficial owners of Shares for the purpose of disseminating the Offer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, commercial banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2.	Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions to the Offer, we will accept for payment and pay for, promptly after the Expiration Time, all Shares validly tendered and not validly withdrawn prior to the Expiration Time. For information with respect to approvals or other actions that we are or may be required to obtain prior to the completion of the Offer, including under the HSR Act or any Specified Merger Control Law, see “—Section 16—Certain Legal Matters; Regulatory Approvals.”

We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Upon the deposit of such funds with the Depositary, Purchaser’s obligation to make such payment will be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer.

In all cases, payment for Shares accepted for payment will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined below)), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or in connection with a book-entry transfer, an Agent’s Message (defined in “—Section 3—Procedure for Tendering Shares—Book-Entry Delivery”) and (iii) any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see “—Section 3—Procedure for Tendering Shares.” Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.

For the purposes of the Offer, we will be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary.

Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making such payment.

Shares tendered by Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary or unless otherwise mutually agreed by InterMune and us.

If we do not accept for payment any tendered Shares pursuant to the Offer for any reason, or if you submit certificates for more Shares than are tendered, we will return certificates (or cause to be issued new certificates) representing unpurchased or untendered Shares, without expense to you (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in “Section 3—Procedure for Tendering Shares,” the Shares will be credited to an account maintained at the Depository Trust Company (the “Book-Entry Transfer Facility”)), promptly following the expiration, termination or withdrawal of the Offer.

We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

3.	Procedures for Tendering Shares

Valid Tender of Shares

Except as set forth below, in order for you to tender Shares in the Offer, the Depositary must receive the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message in connection with a book-entry delivery of Shares, and any other required documents, at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Time and either (i) you must deliver certificates for the Shares representing tendered Shares to the Depositary or you must cause your Shares to be tendered pursuant to the procedure for book-entry transfer set forth below and the Depositary must receive timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility or (ii) you must comply with the guaranteed delivery procedures set forth below.

The method of delivery of Shares, including through the Book-Entry Transfer Facility, and all other required documents, is at your election and sole risk, and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend that you use registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, you should allow sufficient time to ensure timely delivery.

The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered, (ii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (ii) when the Shares are accepted for payment by us, we will acquire good and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions to the Offer.

Book-Entry Delivery

The Depositary has established or will establish an account with respect to the Shares for the purposes of the Offer at the Book-Entry Transfer Facility. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may deliver Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed facsimile thereof) properly completed and duly executed together with any required signature guarantees or an Agent’s Message in lieu of the Letter of Transmittal and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Time, or the guaranteed delivery procedure described below must be complied with.

“Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against the participant.

Required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Time. Delivery of the enclosed Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Signature Guarantees

All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible Institution”), unless the Shares tendered are tendered (i) by a registered holder of Shares who has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

If the Shares are certificated and are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to, or certificates for the Shares for unpurchased Shares are to be issued or returned to, a person other than the registered holder, then the tendered certificates for the Shares must be endorsed or accompanied by appropriate stock powers, signed exactly as the name or names of the registered holder or holders appear on the certificates for the Shares, with the signatures on the certificates for the Shares or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

If the Shares are certificated and the certificates representing the Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) must accompany each delivery of certificates for the Shares.

Guaranteed Delivery

If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary or cannot complete the procedure for delivery by book-entry transfer prior to the Expiration Time, you may nevertheless tender such Shares if all of the following conditions are met:

•

such tender is made by or through an Eligible Institution;

•

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us with this Offer to Purchase is received by the Depositary by the Expiration Time; and

•

the certificates for all such tendered Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) together with any required signature guarantee (or an Agent’s Message) and any other required documents, are received by the Depositary within three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice.

Backup Withholding

Under the U.S. federal income tax laws, the Depositary generally will be required to withhold at the applicable backup withholding rate (currently 28%) from any payments made to U.S. persons pursuant to the Offer, unless you provide the Depositary with your correct taxpayer identification number and certify that you are not subject to such backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal or otherwise establish an exemption from backup withholding. If you are a non-U.S. person, you generally will not be subject to backup withholding if you certify your foreign status on the appropriate Internal Revenue Service Form W-8.

Appointment of Proxy

By executing a Letter of Transmittal, you irrevocably appoint our designees as your attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal to the full extent of your rights with respect to the Shares tendered and accepted for payment by us (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies are irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon our acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies and consents granted by you with respect to such Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given nor subsequent written consents executed (and, if previously given or executed, will cease to be effective). Upon such acceptance for payment, our designees will be empowered to exercise all of your voting and other rights as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of InterMune’s stockholders, by written consent or otherwise. We reserve the right to require that, in order for Shares to be validly tendered, immediately upon our acceptance for payment of such Shares, we are able to exercise full voting rights with respect to such Shares and other securities (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting).

The foregoing powers of attorney and proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of InterMune’s stockholders.

Determination of Validity

We will determine, in our sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and our determination will be final and binding. We reserve the absolute right to reject any or all tenders of Shares that we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Tendering stockholders have the right to challenge our determination with respect to their Shares.

4.	Withdrawal Rights

Except as described in this Section 4, tenders of Shares made in the Offer are irrevocable. You may withdraw some or all of the Shares that you have previously tendered in the Offer at any time before the Expiration Time and, if such Shares have not yet been accepted for payment as provided herein, any time after October 28, 2014, which is 60 days from the date of the commencement of the Offer.

If we extend the period of time during which the Offer is open, are delayed in accepting for payment or paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares tendered, and such Shares may not be withdrawn except to the extent that you duly exercise withdrawal rights as described in this Section 4.

For your withdrawal to be effective, a written or facsimile transmission notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the serial numbers shown on the specific certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be retendered at any time before the Expiration Time by again following any of the procedures described in “—Section 3—Procedure for Tendering Shares.”

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal. None of Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction, our determination will be final and binding. Tendering stockholders have the right to challenge our determination with respect to their Shares.

5.	Certain U.S. Federal Income Tax Consequences

The following discussion summarizes certain U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (in each case, as defined below) who exchange Shares pursuant to the Offer or the Merger, and

is based upon present law (which may change, possibly with retroactive effect). This summary does not purport to be a comprehensive analysis or description of all potential U.S. federal income consequences of the Offer and the Merger. Due to the individual nature of tax consequences, you are urged to consult your tax advisor as to the specific tax consequences to you of the exchange of Shares pursuant to the Offer or the Merger, including the effects of applicable state, local, foreign and other tax laws. The following discussion applies only if you hold your Shares as a capital asset and may not apply if you acquired your Shares pursuant to the exercise of stock options or are a person otherwise subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), including stockholders that actually or constructively own more than 5% of the Shares and certain former citizens or residents of the United States.

U.S. Holders

Except as otherwise set forth below, the following discussion is limited to certain U.S. federal income tax consequences relevant to a beneficial owner of Shares that is a citizen or resident of the United States, a domestic corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes), an estate that is subject to U.S. federal income tax on its worldwide income from all sources and a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust (a “U.S. Holder”). If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Persons holding Shares through a partnership should consult their own tax advisors regarding the tax consequences of exchanging the Shares pursuant to the Offer or the Merger.

Your exchange of Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. In general, if you exchange Shares pursuant to the Offer or the Merger, you will recognize gain or loss equal to the difference between the adjusted tax basis of your Shares and the amount of cash received in exchange therefor (determined before the deduction of backup withholding, if any). Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired for the same cost in a single transaction) exchanged pursuant to the Offer or the Merger. Such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if your holding period for the Shares is more than one year as of the date of the exchange of such Shares. Long-term capital gains of noncorporate taxpayers generally are subject to U.S. federal income tax at preferential rates. The deduction of capital losses is subject to limitations.

Non-U.S. Holders

The following is a summary of certain U.S. federal income tax consequences that will apply if you are a Non-U.S. Holder of Shares. The term “Non-U.S. Holder” means a beneficial owner of Shares that is not a U.S. Holder or a partnership.

Payments made to a Non-U.S. Holder with respect to Shares exchanged in the Offer or the Merger generally will not be subject to U.S. federal income tax, unless (i) the gain, if any, on Shares is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if certain income tax treaties apply, is attributable to the Non-U.S. Holder’s permanent establishment in the United States), in which event (a) the Non-U.S. Holder will be subject to U.S. federal income tax as described under “U.S. Holders,” but such Non-U.S. Holder should provide an IRS Form W-8ECI instead of a Substitute Form W-9 and (b) if the Non-U.S. Holder is a corporation, it may also be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) or (ii) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of sale and certain other conditions are met, in which event the Non-U.S. Holder will be subject to tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of the Shares net of applicable U.S. losses from sales or exchanges of other capital assets recognized during the year.

Information Reporting and Backup Withholding

Proceeds from the sale of Shares pursuant to the Offer or the Merger generally are subject to information reporting, and may be subject to backup withholding at the applicable rate (currently 28%) if the stockholder or other payee fails to provide a valid taxpayer identification number and comply with certain certification procedures or otherwise establish an exemption from backup withholding. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of the person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may generally be obtained provided, that the required information is timely furnished to the Internal Revenue Service. See “—Section 3—Procedures for Tendering Shares—Backup Withholding.”

6.	Price Range of Shares; Dividends

The Shares are listed and principally traded on NASDAQ under the symbol “ITMN.” The following table sets forth the high and low intraday sales prices per Share on NASDAQ each quarter during InterMune’s fiscal years ended December 31, 2012 and December 31, 2013, as reported in InterMune’s Annual Report on Form 10-K for the period ended December 31, 2013 (the “InterMune 10-K”), and thereafter, as reported in published financial sources:


	High		Low
	($)
2012
First Quarter		17.37		12.25
Second Quarter		15.52		9.66
Third Quarter		12.77		7.21
Fourth Quarter		10.40		7.80
2013
First Quarter		10.82		8.21
Second Quarter		10.55		8.61
Third Quarter		16.00		9.60
Fourth Quarter		15.88		11.62
2014
First Quarter		38.73		11.98
Second Quarter		47.65		24.27
Third Quarter (through August 28, 2014)		73.44		39.75

InterMune does not pay cash dividends on the Shares and, under the terms of the Merger Agreement, InterMune is not permitted to declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the Shares. If we acquire control of InterMune, we currently intend that no dividends will be declared on the Shares prior to the Merger Effective Time.

On August 12, 2014, the last full trading day before the media reported rumors of a possible transaction involving InterMune, the highest reported intraday sale price per Share on NASDAQ was $45.80 in published financial sources. On August 22, 2014, the last full trading day before the announcement of the Merger Agreement, the Merger and the Offer, the highest reported intraday sale price per Share on NASDAQ was $53.93 in published financial sources. Between August 22, 2014 and August 28, 2014, the highest daily intraday sale price per Share and lowest intraday sale price per Share on NASDAQ ranged between $52.65 and $73.44. On August 28, 2014, the last full trading day before the date of this Offer to Purchase, the highest reported intraday sale price per Share on NASDAQ was $73.44. Please obtain a recent quotation for the Shares before deciding whether or not to tender.

7.	Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations.

Assuming the Minimum Condition is satisfied and we purchase the Shares in the Offer, no stockholder vote will be required to consummate the Merger. Following the consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions contained in the Merger Agreement, we intend to consummate the Merger as soon as practicable. We do not expect there to be a significant period of time between consummation of the Offer and consummation of the Merger.

Possible Effects of the Offer on the Market for the Shares

While we intend to consummate the Merger as soon as practicable after consummation of the Offer, if the Offer is consummated but the Merger does not occur, the number of stockholders, and the number of Shares that are still in the hands of the public, may be so small that there will no longer be an active or liquid public trading market (or possibly any public trading market) for Shares held by stockholders other than Purchaser. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the price paid in the Offer. If the Merger is consummated, stockholders not tendering their Shares in the Offer (InterMune, any of its subsidiaries, Parent, us or any subsidiary of Parent, or any person who has properly exercised his appraisal rights under Section 262 of the DGCL) will receive cash in an amount equal to the price per Share paid in the Offer.

Stock Exchange Listing

While we intend to consummate the Merger as soon as practicable after consummation of the Offer, if the Offer is consummated but the Merger does not occur, depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued listing on the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued listing on any such NASDAQ market, the market for the Shares could be adversely affected. According to NASDAQ’s published guidelines, the Shares would not meet the criteria for continued listing on any such NASDAQ market if, among other things, (i) the number of publicly held Shares were less than 500,000, (ii) the aggregate market value of the publicly held Shares were less than $1,000,000 or (iii) there were fewer than 300 stockholders.

If NASDAQ were to delist the Shares, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Shares would be reported by such exchange or other sources. The extent of the public market for the Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly held Shares at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act and other factors.

Registration under the Exchange Act

The Shares are currently registered under the Exchange Act. While we intend to consummate the Merger as soon as practicable after consummation of the Offer, if the Offer is consummated but the Merger does not occur, the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration may be terminated upon application of InterMune to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act, assuming there are no other securities of InterMune subject to registration, would substantially reduce the information required to be furnished by InterMune to holders of Shares and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) thereof, the requirement to furnish a proxy statement pursuant to Section 14(a) thereof in connection with a stockholder’s meeting and the related requirement to furnish an annual

report to stockholders, and the requirements of Rule 13e-3 thereof with respect to “going private” transactions, no longer applicable to InterMune. Furthermore, “affiliates” of InterMune and persons holding “restricted securities” of InterMune may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for stock exchange listing.

Following the purchase of Shares in the Offer and subject to the satisfaction or waiver of the remaining conditions contained in the Merger Agreement, we will consummate the Merger as soon as practicable, following which the Shares will no longer be publicly owned. Following the consummation of the Merger, we intend to take steps to cause the termination of the registration of Shares under the Exchange Act as promptly as practicable and may in the future take steps to cause the suspension of all of InterMune’s reporting obligations under the Exchange Act.

Margin Regulations

The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, following the purchase of Shares pursuant to the Offer, the Shares might no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for loans made by brokers.

8.	Certain Information Concerning InterMune

The information concerning InterMune contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. None of Parent, Purchaser, the Information Agent or the Depositary can take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by InterMune to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser, the Information Agent or the Depositary.

According to the InterMune 10-K, InterMune was incorporated in California in 1998 and reincorporated in Delaware in 2000 in connection with its initial public offering. InterMune’s principal executive offices are located at 3280 Bayshore Boulevard, Brisbane, CA 94005. The telephone number of InterMune’s principal executive offices is (415) 466-2200.

The following description of InterMune and its business has been taken from the InterMune 10-K, and is qualified in its entirety by reference to the InterMune 10-K: InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and orphan fibrotic diseases. In pulmonology, InterMune is focused on therapies for the treatment of idiopathic pulmonary fibrosis (IPF), a progressive, irreversible, unpredictable and ultimately fatal lung disease. Pirfenidone, the only medicine approved for IPF anywhere in the world, is approved for marketing by InterMune in all 28 member countries of the European Union (EU) and Canada. In September 2011, InterMune launched commercial sales of pirfenidone in Germany under the trade name Esbriet, and Esbriet is now also commercially available in various European countries, including key markets such as France, Italy and the UK. In addition, InterMune launched in Canada in January 2013. Pirfenidone is not approved for sale in the United States but is currently in a Phase 3 clinical trial to support regulatory registration in the United States. InterMune’s research programs are focused on the discovery of targeted, small-molecule therapeutics and biomarkers to treat and monitor serious pulmonary and fibrotic diseases.

Certain Information Concerning InterMune Management Projections

Other than full-year financial guidance provided to investors which may cover such areas as revenue and operating expenses, among other items, and which it may update from time to time during the relevant year, InterMune does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future revenues, earnings or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in connection with Parent’s due diligence review, InterMune provided to Parent and Purchaser certain limited projected financial information concerning InterMune for fiscal years 2014 through 2032 (the “Projections”). These Projections are included herein only because such information was provided to Parent and Purchaser in connection with its evaluation of a potential business combination transaction. The inclusion of the Projections in this Offer to Purchase should not be regarded as an indication that any of Parent, Purchaser, InterMune or their respective affiliates or representatives consider the Projections to be material information of InterMune or necessarily predictive of actual future events, and the Projections should not be relied upon as such. As noted in the Schedule 14D-9, the InterMune Board does not believe that the Projections for Fiscal Years 2026 to 2032 in the table below reflect management’s best estimates of future performance of InterMune and were not an appropriate basis for valuation by its financial advisors.

The Projections provided by InterMune management included:


	Fiscal Year Ending December 31,
	2014E⁽¹⁾			2015E			2016E		2017E		2018E		2019E		2020E		2021E		2022E		2023E		2024E		2025E		2026E⁽²⁾		2027E⁽²⁾		2028E⁽²⁾		2029E⁽²⁾		2030E⁽²⁾		2031E⁽²⁾		2032E⁽²⁾
	*($ in millions)*
Total Net Revenue	$	148		$	476		$	734	$	960	$	1,306	$	1,852	$	2,621	$	3,097	$	3,366	$	3,583	$	3,767	$	3,927	$	4,073	$	4,214	$	4,360	$	4,523	$	4,714	$	4,915	$	5,128
Operating income	($	288	)	($	112	)	$	69	$	224	$	503	$	963	$	1,651	$	2,080	$	2,315	$	2,508	$	2,637	$	2,749	$	2,851	$	2,950	$	3,052	$	3,166	$	3,300	$	3,441	$	3,590

(1)	The Projections summarized in this section have not been updated to reflect any changes after the date they were prepared or any actual results of operations of InterMune since December 31, 2013.

(2)	Please see the description of “Unadjusted Forecasts” in “Item 4—The Solicitation or Recommendation—Certain InterMune Forecasts” of the Schedule 14D-9 for a discussion of the Projections for the years 2026-2032.

InterMune has advised Parent and Purchaser that the Projections are subjective in many respects and, thus, susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. InterMune has also advised us that the Projections also reflect numerous assumptions, all made by InterMune’s management (and not all of which were provided to Parent or Purchaser prior to the date of the Merger Agreement or have been provided since), including, without limitation, with respect to (1) general business, economic, competitive, regulatory, market and financial conditions, (2) pirfenidone sales for treatment of IPF, (3) pirfenidone sales commencing in the United States in the fourth quarter of 2014, (3) IPF patient population size and IPF persistency rate, (4) market share, competition and pricing and (5) other relevant factors relating to the commercialization of pirfenidone, as well as how certain of these assumptions may change over time. These assumptions regarding future events are difficult to predict and many are beyond InterMune’s control. Accordingly, there can be no assurance that the assumptions made by InterMune in preparing the Projections will be realized and actual results may be materially greater or lesser than those contained in the Projections. InterMune has also advised us that because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on the commercial value of pirfenidone. Important factors that may affect actual results and results in the Projections not being achieved include, but are not limited to, the timing of regulatory approval and launch, labeling, market uptake of pirfenidone, availability of third-party reimbursement, impact of competitive products and pricing, the effect of regulatory actions, the effect of global economic conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislation and other risk factors described in InterMune’s SEC filings, including InterMune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and described under the section below entitled “Forward-Looking Statements” therein. The Projections also reflect assumptions as to certain business decisions that are subject to change. Modeling and forecasting the future commercialization of drug candidates is, in particular, a highly speculative endeavor.

InterMune has advised Parent and Purchaser that these Projections were not prepared with a view to public disclosure or compliance with the guidelines the American Institute of Certified Public Accountants regarding projections or forecasts or

the guidelines of the SEC regarding forward-looking statements. Moreover, InterMune has advised Parent and Purchaser that the Projections do not purport to present operations in accordance with U.S. generally accepted accounting principles (“GAAP”), and InterMune’s independent auditors have not examined, compiled or performed any procedures with respect to the Projections presented in this Offer to Purchase, nor have they expressed any opinion or any other form of assurance of such information or the likelihood that InterMune may achieve the results contained in the projections, and accordingly assume no responsibility for them. For a more detailed description of the limitations on and uncertainties inherent in the Projections, please see InterMune’s Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9.

None of Parent, Purchaser, InterMune or any of their respective affiliates or representatives makes any representation to any person, including holders of Shares, regarding the Projections or the ultimate performance of Parent, InterMune, Purchaser or any of their respective affiliates, and none of them intends to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error. In this regard, investors are cautioned not to place undue reliance on the projected information provided.

In light of the foregoing factors and the uncertainties inherent in the Projections, readers of this Offer to Purchase are cautioned not to place undue, if any, reliance on the Projections.

Additional Information

InterMune is subject to the informational and reporting requirements of the Exchange Act and in accordance therewith files and furnishes periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. You may read and copy any such reports, statements or other information at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. InterMune’s filings are also available to the public from commercial document retrieval services and at the SEC’s Web site at http://www.sec.gov. The SEC’s website address is not intended to function as a hyperlink, and the information contained in the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it as part of the Offer to Purchase.

9.	Certain Information Concerning Purchaser and Parent

We are a Delaware corporation incorporated on August 20, 2014, with principal executive offices at 1209 Orange Street, Wilmington, Delaware 19801. The telephone number of our principal executive offices is (973) 235-5000. To date, we have engaged in no activities other than those incidental to our formation and the Offer.

Parent is a Delaware corporation, with principal executive offices at 1 DNA, MS #24, South San Francisco, CA 94080. The telephone number of its principal executive offices is (650) 225-1000. Parent is an indirect subsidiary of Ultimate Parent, a holding company which, through its subsidiaries (collectively, “Roche”), engages primarily in the development, manufacture, marketing and sales of pharmaceuticals and diagnostics. Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world’s largest biotech company, with truly differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and neuroscience. Roche is also the world leader in in vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management. Roche’s personalized healthcare strategy aims at providing medicines and diagnostics that enable tangible improvements in the health, quality of life and survival of patients. Founded in 1896, Roche has been making important contributions to global health for more than a century. Twenty-four medicines developed by Roche are included in the World Health Organization Model Lists of Essential Medicines, among them life-saving antibiotics, antimalarials and chemotherapy. In 2013, Roche employed over 85,000 people worldwide,

invested 8.7 billion Swiss francs in R&D and posted sales of 46.8 billion Swiss francs. Genentech, in the United States, is a wholly owned member of the Roche group. Roche is the majority shareholder in Chugai Pharmaceutical, Japan. For more information, please visit www.roche.com.

The name, business address, current principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Parent and Purchaser and certain other information are set forth on Schedule I hereto. Neither Parent nor Purchaser is an affiliate of InterMune.

In October 2006, InterMune entered into a collaboration agreement (the “2006 Collaboration Agreement”) with two entities in the Roche group, Hoffmann-LaRoche Inc. and F.Hoffmann-La Roche Ltd (the “Roche Counterparties”), to develop and commercialize products from InterMune’s HCV protease inhibitor program, including danoprevir, which entered Phase 2b clinical trials in 2009. Upon entering into the 2006 Collaboration Agreement, InterMune received an upfront payment of $60 million and a $10 million milestone payment from the Roche Counterparties together with the right to receive additional payments upon the achievement of certain clinical and commercialization milestones. During the term of the 2006 Collaboration Agreement, InterMune received additional milestone payments totaling $45 million.

In October 2010, InterMune entered into an asset purchase agreement with the Roche Counterparties (the “Asset Purchase Agreement”) to sell its worldwide development and commercialization rights in danoprevir to the Roche Counterparties for $175 million in cash. In connection with the transaction contemplated by the Asset Purchase Agreement, the 2006 Collaboration Agreement was terminated. The assets purchased by the Roche Counterparties pursuant to the Asset Purchase Agreement included certain specified intellectual property, as well as certain regulatory filings, assumed contracts, books and records, and product data related to danoprevir. In connection with the Asset Purchase Agreement, the Roche Counterparties also assumed certain of InterMune’s liabilities and obligations relating to certain of the assumed contracts, including potential future milestone and royalty obligations payable to Novartis Corporation and Array BioPharma, Inc. in connection with the further development of danoprevir by the Roche Counterparties In addition, InterMune granted the Roche Counterparties an exclusive, irrevocable, non-terminable, fully paid-up license of certain of InterMune’s intellectual property rights for use by the Roche Counterparties in the development and commercialization of danoprevir.

In December 2010, InterMune entered into an agreement with the Roche Counterparties related to the discovery and development of next-generation protease inhibitors for the treatment of HCV. The Roche Counterparties funded all research costs related to these efforts during the period of July 1, 2010 to June 30, 2011. Work under this agreement has concluded and InterMune now owns all rights to the next-generation NS3/4A protease inhibitors developed under this agreement.

Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of Purchaser, Parent and, to Purchaser’s and Parent’s knowledge, the persons listed in Schedule I to this Offer to Purchase or any associate or majority owned subsidiary of Parent, Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of InterMune; (ii) none of Purchaser, Parent and, to Purchaser’s and Parent’s knowledge, the persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of InterMune during the past 60 days; (iii) none of Purchaser, Parent and, to Purchaser’s, and Parent’s knowledge, the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of InterMune (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between Purchaser, Parent, their respective subsidiaries or, to Purchaser’s and Parent’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and InterMune or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; (v) during the two years before the date of this Offer to Purchase, there have been no contacts,

negotiations or transactions between Purchaser, Parent, their respective subsidiaries or, to Purchaser’s and Parent’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and InterMune or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets; (vi) none of Purchaser or Parent nor, to Purchaser’s and Parent’s knowledge, the persons listed in Schedule I to this Offer to Purchase, has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors); and (vii) none of Purchaser, or Parent nor, to Purchaser’s and Parent’s knowledge, the persons listed in Schedule I to this Offer to Purchase, has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining that person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.

We do not believe our financial condition or the financial condition of Parent is relevant to your decision whether to tender your Shares and accept the Offer because (i) the Offer is being made for all outstanding Shares solely for cash, (ii) we, through our Ultimate Parent and its controlled affiliates, will have sufficient funds to purchase all shares validly tendered, and not withdrawn, in the Offer and to provide funding for the Merger, which is expected to follow as promptly as practicable following the closing of the Offer, (iii) consummation of the Offer is not subject to any financing condition, and (iv) if we consummate the Offer, we expect to acquire any remaining shares for the same cash per share price in the Merger.

10.

Source and Amount of Funds

We estimate that we will need approximately $8.9 billion to purchase all Shares pursuant to the Offer and the Merger, to pay all amounts in respect of outstanding InterMune Stock Options, InterMune Restricted Shares, InterMune RSUs and purchase rights under the InterMune ESPP held by InterMune employees, to pay related fees and expenses and to pay all other amounts that may become due and payable as a result of the Offer and the Merger (including such amounts which may become due and payable in respect of the outstanding InterMune Convertible Notes). Ultimate Parent and its controlled affiliates expect to contribute or otherwise advance to us the funds necessary to consummate the Offer and the Merger and to pay the related fees and expenses. It is anticipated that all of such funds will be obtained from Ultimate Parent’s or its controlled affiliates’ general corporate funds, commercial paper lines and the issuance of new bonds. Neither we nor Ultimate Parent has any alternative financing plans or arrangements.

The Offer is not conditioned upon any financing arrangements or the funding thereof.

11.

Background of the Offer; Contacts with InterMune

Background of the Offer

As part of the continuous evaluation of its businesses and plans, Roche regularly considers a variety of strategic options and potential transactions. In recent years, Roche has evaluated various alternatives for expanding its pharmaceutical business, including entering into collaboration and licensing arrangements and acquisitions of pharmaceutical or biotechnology companies.

In early 2011, Roche had preliminary contacts with InterMune regarding a potential acquisition of InterMune by Roche, and on March 30, 2011, Roche sent InterMune a conditional, non-binding indication of interest to acquire InterMune. Roche ultimately chose not to pursue an acquisition of InterMune at that time.

In February 2014, InterMune reported top-line data for the Phase III ASCEND clinical trial of pirfenidone in IPF.

In May 2014, InterMune presented the full results of the ASCEND Phase III clinical trial for pirfenidone in IPF at the International Conference of the American Thoracic Society (ATS) and published on-line in the New England Journal of Medicine.

On July 18, 2014, Dr. Severin Schwan, Chief Executive Officer of Ultimate Parent, called Daniel G. Welch, Chairman, Chief Executive Officer and President of InterMune, and suggested that they meet in San Francisco on July 25. Mr. Welch agreed to meet with Dr. Schwan.

On July 25, 2014, Messrs. Schwan and Welch met in San Francisco. During that meeting, they discussed, among other things, the industry and their respective companies. Dr. Schwan indicated that Roche was interested in engaging in discussions with InterMune concerning the potential acquisition of InterMune by Roche. Dr. Schwan described the potential benefits to InterMune and InterMune’s stockholders of an acquisition of InterMune by Roche. Messrs. Schwan and Welch discussed the potential timing of InterMune’s launch of pirfenidone in the US, and Mr. Welch expressed a concern that any discussions concerning a potential transaction not interfere with that launch. Mr. Welch indicated that, were the InterMune Board to authorize discussions with Roche, special attention should be placed on confidentiality as rumors could be detrimental to the pirfenidone US launch preparations, which were on-going. Dr. Schwan did not make a specific proposal to acquire InterMune at this meeting, but told Mr. Welch that Roche would send a letter with a specific proposal.

On July 26, 2014, Dr. Schwan sent to Mr. Welch a cover letter together with a letter of from Roche proposing that Roche acquire InterMune at a price of $70.00 per share in cash. The letter indicated that the proposal was subject to due diligence, negotiation of mutually acceptable transaction document and receipt of all necessary internal approvals. The $70.00 per share proposal reflected a premium of 53.8% to the closing price of InterMune’s common stock on July 25, 2014.

On July 27, 2014, Mr. Welch and Dr. Schwan spoke by phone. Mr. Welch requested that Dr. Schwan provide him with a detailed plan for the conduct of due diligence requested by Roche. On July 28, 2014, Dr. Schwan sent to Mr. Welch a proposed transaction timeline and a list of Roche’s priority due diligence requests.

On August 4, 2014, Messrs. Schwan and Welch spoke again by phone. During that conversation, Mr. Welch suggested a process in which Roche would engage in high priority due diligence, after which Roche would submit a revised proposal and, if the revised proposal was at a price level that was acceptable to InterMune, Roche would be permitted to complete its due diligence. Dr. Schwan agreed that Roche would follow the process suggested by Mr. Welch. Dr. Schwan and Mr. Welch discussed the possibility of an in-person senior management session as part of the due diligence process. Mr. Welch also stated during this conversation that Roche’s proposal of $70.00 per share would not be acceptable to the InterMune Board, but InterMune was willing to continue discussions with Roche on this basis.

Later that day, Cravath, Swaine & Moore LLP (“Cravath”), legal advisor to InterMune, sent a draft confidentiality agreement and draft of the Merger Agreement to Roche and Davis Polk & Wardwell LLP (“Davis Polk”), legal advisor to Roche. The initial draft Merger Agreement provided for a post-signing, go-shop period, during which InterMune would be permitted to solicit potential superior proposals. The initial draft Merger Agreement also proposed a two-tiered termination fee of (a) approximately 1.0% of the equity value of InterMune, which would be payable by InterMune to Roche in certain circumstances relating to a termination of the Merger Agreement resulting from a competing proposal made during the go-shop period, or (b) approximately 2.0% of the equity value of InterMune relating to the termination of the Merger Agreement in certain other circumstances.

On August 5 and 6, 2014, Roche, InterMune and their respective legal advisors negotiated the terms of, and then executed, a confidentiality agreement, including a standstill. Following the execution of the confidentiality agreement, InterMune began to provide Roche with due diligence access.

On August 12, 2014, representatives of Roche and its advisors met with representatives of InterMune and its advisors in San Francisco for a senior management session.

On August 13, 2014, various media outlets reported rumors that InterMune had engaged financial advisors and was preparing for possible takeover bids. The closing price of InterMune’s common stock that day was $52.06, an increase of approximately 14.5% over the $45.49 closing price of the Shares on August 12, 2014.

On August 14, 2014, Mr. Welch communicated to Dr. Schwan that because price and closing certainty were both paramount issues for InterMune, Roche should provide its mark-up of the tender offer/merger closing conditions, material adverse effect definition contained in the draft Merger Agreement and other terms that might impact the allocation of risk related to launch and closing certainty before engaging in any further discussions on price.

Later on August 14, 2014, Davis Polk provided Cravath with a mark-up of the tender offer/merger closing conditions, material adverse effect definition and other requested terms contained in the draft Merger Agreement. Shortly thereafter, Davis Polk and Cravath discussed these provisions.

On August 15, 2014, Messrs. Schwan and Welch spoke by phone. During that conversation, Messrs. Schwan and Welch engaged in a negotiation on price, which culminated in Dr. Schwan proposing an improved offer of $74.00 per InterMune share, subject to the approval of the Ultimate Parent’s board of directors and the finalization of satisfactory due diligence and negotiation of a mutually acceptable Merger Agreement. Mr. Welch agreed he would take this offer to the InterMune Board. Dr. Schwan increased the offer to $74.00 per share with the same conditions and Mr. Welch agreed he would take this offer to the InterMune Board. During this conversation, Messrs. Schwan and Welch also discussed employee retention issues and agreed to target August 25, 2014 to announce the transaction. The $74.00 per share proposal reflected a premium of 63.0% to the closing price of InterMune’s common stock on August 12, 2014.

Later on August 15, 2014, Davis Polk sent to Cravath a mark-up of the Merger Agreement. This draft removed the go-shop provisions and provided for a termination fee of 4.0% of the equity value of InterMune, which would be payable by InterMune to Roche in certain circumstances.

On August 16, 2014, representatives of Davis Polk and Cravath discussed the Merger Agreement. Thereafter, until the execution and delivery of the Merger Agreement, Davis Polk and Cravath engaged in regular communications regarding, and exchanged a number of drafts of, the Merger Agreement. During the conversations, representatives of Davis Polk informed representatives of Cravath on several occasions that Roche was unwilling to agree to a go-shop and that a go-shop was inappropriate in light of the significant premium implied by Roche’s $74.00 per share proposal.

On August 18, 2014, Messrs. Schwan and Welch communicated regarding the key unresolved issues in the Merger Agreement, including provisions relating to the material adverse effect definition and the parties’ obligations with respect to obtaining the necessary antitrust approvals for the transaction. These issues remained unresolved following these communications.

On August 19, 2014, Messrs. Schwan and Welch spoke following the conclusion of a meeting of the InterMune Board. During that conversation, Mr. Welch relayed to Dr. Schwan the views of the InterMune Board on certain unresolved Merger Agreement issues, including the material adverse effect definition, the parties’ obligations with respect to obtaining the necessary antitrust approvals for the transaction, the inclusion of a go-shop provision that would allow InterMune to solicit competing acquisition proposals for a limited period of time following the execution of the Merger Agreement, the inclusion of “matching rights” for Roche in the event of a competing acquisition proposal and the size of the termination fee that would be payable to Roche in certain circumstances.

On August 20, 2014, the board of directors of Ultimate Parent met to review the status of the InterMune acquisition and authorized Dr. Schwan to continue negotiations with InterMune.

During the period beginning on August 19, 2014 and in the ensuing days, Messrs. Schwan and Welch spoke several times and discussed the remaining key open points relating to, among other things, the size of the break-up fee and closing certainty around antitrust approvals, and agreed to target an August 24, 2014 announcement. During the period from August 20, 2014 through August 22, 2014, Parent, the Company and their respective advisors continued to negotiate the terms of the Merger Agreement.

On August 22, 2014, Messrs. Schwan and Welch spoke and resolved the remaining outstanding issues. Messrs. Schwan and Welch instructed their respective legal teams to implement the agreed resolution of the issues.

During the evening and very late hours of August 22, 2014, the parties finalized and entered into the Merger Agreement. On August 24, 2014, the parties publicly announced the transaction.

12.

Purpose of the Offer; Plans for InterMune; Stockholder Approval; Appraisal Rights

Purpose of the Offer; Plans for InterMune

The purpose of the Offer and the Merger is for Parent to acquire control of, and the entire equity interest in, InterMune. The Offer, as the first step in the acquisition of InterMune, is intended to facilitate the acquisition of all of the Shares. The purpose of the Merger is to acquire all capital stock of InterMune not purchased pursuant to the Offer or otherwise and to cause InterMune to become a wholly owned subsidiary of Parent.

We currently intend, as soon as practicable after consummation of the Offer and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, to consummate the Merger pursuant to the Merger Agreement. As described in “—Section 13—The Transaction Documents—The Merger Agreement—The Merger,” the Shares acquired in the Offer will be canceled in the Merger and the capital stock of InterMune as the surviving corporation will be the capital stock of Purchaser. Following the Merger, Parent, Purchaser and InterMune will use their commercially reasonable efforts to ensure that the directors of Purchaser immediately prior to the Merger Effective Time will be the directors of InterMune as the surviving corporation, and the officers of InterMune immediately prior to the Merger Effective Time will be the officers of InterMune as the surviving corporation. See “—Section 13—The Transaction Documents—The Merger Agreement—The Merger.” Upon completion of the Merger, the Shares currently listed on the NASDAQ will cease to be listed on the NASDAQ and will subsequently be deregistered under the Exchange Act.

If you sell your Shares in the Offer, you will cease to have any equity interest in InterMune or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in InterMune. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of InterMune.

Except as otherwise provided herein, it is expected that, following the Merger, the business and operations of InterMune will ultimately become part of Ultimate Parent and will be integrated into Roche’s Genentech business in the United States and into the Roche organizations in Europe and Canada, subject to legal review and consultation where appropriate. Ultimate Parent and Parent intend to conduct a comprehensive review of InterMune’s business, operations, capitalization and management with a view to optimizing development of InterMune’s potential in conjunction with Parent’s business. In connection with this integration and after the Merger Effective Time, Parent may transfer InterMune as the surviving corporation and/or some of its subsidiaries to another entity within Roche. Parent will continue to evaluate the business and operations of InterMune during and after the consummation of the Offer and prior to the Merger Effective Time and, following the Merger, will take such actions as it deems appropriate under the circumstances then existing. As part of planning for the integration of InterMune and Parent, Parent is considering the retention of certain executive officers of InterMune and, in connection therewith, may enter into new retention arrangements with such officers. There can be no assurance that any parties will reach an agreement on any terms, or at all.

If, for any reason following completion of the Offer, the Merger is not consummated, Parent, Purchaser and their affiliates reserve the right to acquire additional Shares through private purchases, market transactions, tender or exchange offers or otherwise on terms and at prices that may be more or less favorable than those of the Offer, or, subject to any applicable legal restrictions, to dispose of any or all Shares acquired by them.

Except as described above or elsewhere in this Offer to Purchase and except for the transactions contemplated in the Merger Agreement, Purchaser has no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving InterMune or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the InterMune Board or management, (iii) any material change in the InterMune’s capitalization or dividend policy, (iv) any other material change in InterMune’s corporate structure or business, (v) any class of equity securities of InterMune being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association or (vi) any class of equity securities of InterMune becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

No Stockholder Approval

If the Offer is consummated, we do not anticipate seeking the approval of InterMune’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that, subject to certain statutory provisions, if following consummation of a tender offer for any and all shares of a public Delaware corporation that would otherwise be entitled to vote on the merger (other than shares held by the acquiring entity and its affiliates), the stock irrevocably accepted for purchase pursuant to such offer and received by the depository prior to the expiration of such offer, plus the stock otherwise owned by the acquirer equals at least the amount of shares of each class of stock of the target corporation that would otherwise be required for the stockholders of the target corporation to adopt a merger agreement with the acquiring entity, and each share of each class or series of stock of the target corporation not irrevocably accepted for purchase in the offer is converted into the right to receive the same consideration for their stock in the merger as was payable in the tender offer, the target corporation can effect a merger without the vote of the stockholders of the target corporation. Therefore, the parties have agreed, and the Merger Agreement requires, that, subject to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after the consummation of the Offer, without a vote of InterMune stockholders, in accordance with Section 251(h) of the DGCL.

Appraisal Rights

No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, pursuant to the DGCL, stockholders who do not tender their Shares in the Offer will have the right, by fully complying with the applicable provisions of Section 262 of the DGCL, to choose not to accept the consideration payable for their Shares pursuant to the Merger, and instead to demand an appraisal of their shares by the Court of Chancery of the State of Delaware and to receive a cash payment of the “fair value” of their Shares as of the Effective Time of the Merger as determined by the Court of Chancery of the State of Delaware,. The “fair value” of such Shares may be more than, less than, or equal to the Offer Price.

As described more fully in the Schedule 14D-9, in order to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger, a stockholder must do all of the following:

•

within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to InterMune a written demand for appraisal of Shares held, which demand must reasonably inform InterMune of the identity of the stockholder and that the stockholder is demanding appraisal;

•

not tender their Shares in the Offer;

•

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Merger Effective Time; and

•

strictly follow the statutory procedures for perfecting appraisal rights under Section 262 of the DGCL.

Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so in connection with the Merger, should review the Schedule 14D-9 and Section 262 of the DGCL carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

The foregoing summary of the rights of InterMune’s stockholders to appraisal rights under Delaware law in connection with the Merger does not purport to be a complete statement of the procedures to be followed by the stockholders of InterMune desiring to exercise appraisal rights in connection with the Merger and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights in connection with the Merger requires strict adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex C to the Schedule 14D-9.

13.

The Transaction Documents

The Merger Agreement

The following summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which Purchaser has included as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Parent, Purchaser, InterMune or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by Ultimate Parent’s or InterMune’s stockholders. In reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties, covenants or descriptions were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or conditions of Parent, Purchaser, InterMune or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed or may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties, covenants or descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that Parent, its affiliates and InterMune publicly file.

The Offer

Upon the terms and subject to the conditions set forth in the Merger Agreement, Purchaser has agreed to commence a cash tender offer (as promptly as practicable, but in no event later than August 29, 2014) for all of the Shares at a purchase price of $74.00 per share, net to the seller in cash, without interest and less any required withholding taxes. Purchaser’s obligation to accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction of the Minimum Condition, the Regulatory Condition and the satisfaction or waiver of the other conditions set forth in “—Section 15—Conditions to the Offer.” Purchaser expressly reserves the right to waive any of the conditions to the Offer or modify the terms of the Offer, except that, without the consent of InterMune, it will not:

•

reduce the number of Shares subject to the Offer;

•

reduce the Offer Price;

•

waive, amend or modify the Minimum Condition or the Termination Condition (as defined in “—Section 15—Conditions to the Offer”);

•

add to the conditions to the Offer or amend, modify or supplement any conditions to the Offer in any manner adverse to the holders of Shares;

•

terminate, or extend or otherwise change the Expiration Time, except as described under “—Extensions of the Offer” below;

•

change the form of consideration payable in the Offer;

•

otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares; or

•

provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

Extensions of the Offer

The Merger Agreement requires that Purchaser (A) extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by InterMune), if at the scheduled Expiration Date any of the conditions to the Offer (other than the Minimum Condition) shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at a scheduled Expiration Date, each condition to the Offer (other than the Minimum Condition) shall have been satisfied or waived and the Minimum Condition shall not have been satisfied, the Merger Agreement accords Purchaser the right to (and requires that, upon InterMune’s request, Purchaser) extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by InterMune).

Notwithstanding the foregoing, Purchaser has no obligation to extend the Offer beyond October 21, 2014, but if on such date all conditions to the Offer have been satisfied or waived other than the Regulatory Condition or certain other conditions related to governmental challenges to the Offer or the Merger based on the antitrust laws of certain jurisdictions, either InterMune or Parent can cause the Offer to be extended until March 20, 2015 in accordance with the above-described extension procedures. The Merger Agreement obligates Purchaser, subject to the satisfaction or waiver of the conditions set forth in “—Section 15—Conditions to the Offer,” to accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the Expiration Time.

The Merger

As soon as practicable following the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into InterMune, and InterMune will survive as a wholly owned subsidiary of Parent. At the Merger Effective Time, any Shares not purchased pursuant to the Offer (other than Shares owned by InterMune, any of its subsidiaries, Parent, us or any subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) will be automatically converted into the right to receive, in cash and without interest, less any required withholding taxes, an amount equal to the Offer Price.

The certificate of incorporation of InterMune as in effect immediately prior to the Merger Effective Time will be amended by virtue of the Merger at the effective time of the Merger to be identical to the certificate of incorporation included as Exhibit B to the Merger Agreement. The bylaws of Purchaser as in effect immediately prior to the Merger Effective Time will be the bylaws of InterMune as the surviving corporation. Parent, Purchaser and InterMune will use their commercially reasonable efforts to ensure that the directors of Purchaser immediately prior to the Merger Effective Time will be the directors of InterMune as the surviving corporation

until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of InterMune immediately prior to the Merger Effective Time will be the officers of InterMune as the surviving corporation until their respective successors are duly elected or appointed and qualified, as the case may be.

The Merger Agreement provides the Merger will be governed by Section 251(h) of the DGCL and will be effected without a vote of InterMune stockholders.

InterMune Stock Options

The Merger Agreement provides that prior to the Merger Effective Time, the InterMune Board (or an appropriate committee thereof) will adopt resolutions or take such other actions as may be required to cause, (i) immediately prior to the Merger Effective Time, each then-outstanding InterMune Stock Option, whether vested or unvested, to become fully exercisable and such InterMune Stock Options may be exercised immediately prior to the Merger Effective Time and (ii) to the extent not exercised prior to the Merger Effective Time, then, at the Merger Effective Time, each InterMune Stock Option to be canceled, with the holder of such InterMune Stock Option becoming entitled to receive an amount in cash equal to (A) the excess, if any, of (1) the Offer Price minus (2) the exercise price per Share of the Shares subject to such InterMune Stock Option, multiplied by (B) the number of Shares subject to such InterMune Stock Option immediately prior to the Merger Effective Time, less any required withholding taxes.

InterMune Restricted Stock Units

InterMune Restricted Shares

InterMune Employee Stock Purchase Plan

The Merger Agreement provides that immediately after the closing of the Offer, the InterMune Board (or an appropriate committee thereof) will adopt resolutions or take such other actions as may be required to cause effective immediately after the closing of the Offer, (A) the then-current purchase period under the InterMune ESPP to end and each participant’s accumulated payroll deduction to be used to purchase Shares in accordance with the terms of the InterMune ESPP, (B) the Shares so purchased to be converted at the Merger Effective Time into the right to receive an amount in cash equal to the Offer Price, less any required withholding taxes and (C) no further purchase period to commence under the InterMune ESPP following that date.

In addition, the InterMune Board will cause InterMune to terminate the InterMune ESPP at the Merger Effective Time such that no further purchase rights can be granted or exercised under the InterMune ESPP thereafter.

Representations and Warranties

In the Merger Agreement, InterMune has made customary representations and warranties to Parent and Purchaser that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or confidential disclosure letter that InterMune delivered to Parent and Purchaser in connection with the execution and delivery of the Merger Agreement. These representations and warranties relate to, among other things: (i) corporate organization, standing and power; (ii) capital structure; (iii) subsidiaries and other equity interests; (iv) authority; execution, delivery and enforceability of the Merger Agreement; (v) non-contravention, required filings and consents; (vi) SEC filings, financial statements and internal controls; (vii) absence of undisclosed liabilities; (viii) information to be included in the Offer documents and the Schedule 14D-9; (ix) absence of certain changes or events; (x) taxes; (xi) labor relations; (xii) employee benefits; (xiii) real and personal property; (xiv) litigation; (xv) material contracts; (xvi) compliance with laws; (xvii) environmental matters; (xviii) intellectual property; (xix) insurance; (xx) broker’s and similar fees; (xxi) opinions of financial advisors; and (xxii) inventory. In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to InterMune that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things: (i) organization, standing and power; (ii) Purchaser’s capital structure; (iii) authority; execution, delivery and enforceability of the Merger Agreement; (iv) non-contravention; required filings and consents; (v) information to be included in the Offer documents and the Schedule 14D-9; (vi) broker’s or similar fees; (vii) litigation; (vii) ownership of securities of InterMune; and (viii) availability of funds.

The representations and warranties will not survive consummation of the Merger.

Operating Covenants

Pursuant to the Merger Agreement, from the date of the Merger Agreement until the Merger Effective Time, except as (i) disclosed in the confidential disclosure letter that InterMune delivered to Parent and Purchaser in connection with the execution of the Merger Agreement, (ii) specifically permitted or required by the Merger Agreement, (iii) required by applicable law, or (iv) consented to in writing by Parent (which consent will not be unreasonably withheld, delayed or conditioned), InterMune has agreed to, and has agreed to cause each of its subsidiaries to, conduct its business in the ordinary course and use commercially reasonable efforts to: preserve intact its present business organization; maintain in effect all approvals, authorizations, certificates, registrations, licenses, exemptions, permits and consents of governmental entities necessary for it to conduct its business as presently conducted; keep available the services of its officers and employees; and preserve its present relationships with customers, suppliers, licensors, licensees and distributors and others having material business dealings with it.

In addition, during the same period, except as (i) disclosed in the confidential disclosure letter that InterMune delivered to Parent and Purchaser in connection with the execution of the Merger Agreement, (ii) specifically permitted or required by the Merger Agreement, (iii) required by applicable law, or (iv) consented to in writing by Parent (which consent will not be unreasonably withheld, delayed or conditioned), InterMune has agreed not to, and has agreed not to permit any of its subsidiaries to, subject to certain exceptions:

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declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of InterMune to its parent;

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split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

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repurchase, redeem or otherwise acquire any shares of capital stock of InterMune or any of its subsidiaries or options, warrants, convertible or exchangeable securities, stock-based units (performance-based or otherwise) or other rights to acquire any such shares of capital stock;

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issue, grant, deliver or sell any shares of its capital stock or options, warrants, convertible or exchangeable securities, stock-based units (performance-based or otherwise) or other rights to acquire such shares, any indebtedness with voting rights or other rights that give any person the right to receive any economic or voting interest of a nature accruing to the holders of Shares;

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amend its certificate of incorporation, by-laws or other comparable organizational documents;

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acquire or agree to acquire, in a single transaction or a series of related transactions, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person for aggregate consideration in excess of a specified threshold;

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except as required by the terms of employee benefit plans and agreements in effect on the date of the Merger Agreement, (i) adopt, enter into, establish, terminate, amend or modify any (A) collective bargaining, works council or other labor agreement or (B) employee benefit plan or agreement with respect to any director, executive officer or key employee or, other than in the ordinary course of business, with respect to any other employee; (ii) grant any increase in compensation or other benefits to any director, executive officer or key employee or, other than in the ordinary course of business consistent with past practice, other employee; (iii) adopt, enter into, establish, amend or modify or grant to any director, executive officer, employee or other service provider any severance, change of control or termination arrangement or pay, or increase any such pay; (iv) enter into any offer letter, employment or consulting agreement with any director, executive officer or key employee or, other than in the ordinary course of business consistent with past practice, any other employee; (v) hire or contract for services of any employee or other service provider with an annual base salary, wages or fees in excess of $250,000; (vi) terminate any executive officer or key employee other than for cause, death or disability; or (vii) take any action to accelerate any rights or benefits under any employee benefit plan or agreement;

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make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of InterMune;

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sell, lease (as lessor), license or otherwise dispose of, or pledge, encumber or otherwise subject to any lien, any properties or assets that are material, individually or in the aggregate, to InterMune and its subsidiaries, taken as a whole;

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incur any indebtedness for borrowed money or guarantee any such indebtedness of another person (except for short-term borrowings incurred in the ordinary course of business);

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issue or sell any debt securities or warrants or other rights to acquire any debt securities of InterMune or any of its subsidiaries;

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guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing;

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make any loans, advances or capital contributions to, or investments in, any other person;

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make or agree to make any capital expenditure or expenditures not reflected in a budget that, in the aggregate, are in excess of a specified threshold;

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make or change any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any material amended tax return of InterMune or any InterMune subsidiary or enter into any material closing agreement, settle any material tax claim or assessment, surrender any right to claim a material tax refund, offset or other material reduction in tax liability, or, except in the ordinary course of business, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment;

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enter into, terminate or modify or amend in a manner that is materially adverse to InterMune, or waive or release any material rights under, any material contract or contract that, if existing on the date of the Merger Agreement, would have been a material contract;

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settle, or offer or propose to settle, any legal proceeding involving InterMune or any of its subsidiaries that is material to InterMune and its subsidiaries, taken as a whole;

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settle, or offer to propose to settle, any stockholder litigation or dispute against InterMune or any of its officers and directors that relates to the transactions contemplated by the Merger Agreement; or

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authorize any of, or commit or agree to take any of, the foregoing actions.

During the same period, each of InterMune and Parent has agreed that it will not, and will not permit any of their respective subsidiaries to, take any action that would, or would reasonably be expected to, result in any of the conditions to the Offer set forth in “Section 15—Conditions to the Offer” or any of the conditions to the Merger set forth in “Section 13—Transaction Documents—The Merger Agreement—Conditions to the Merger” not being satisfied.

No Solicitation

Pursuant to the Merger Agreement, InterMune has agreed that it will not, nor will it authorize or permit any of its subsidiaries or any of its or their respective officers, directors, employees, investment bankers, attorneys and other advisors or representatives (“Representatives”) to:

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directly or indirectly solicit, initiate or knowingly facilitate or encourage the submission of any Takeover Proposal (as defined below) or any inquiry relating thereto;

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enter into any agreement or understanding with respect to any Takeover Proposal; or

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directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to or in connection with, or take any other action intended to facilitate or encourage the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal.

In addition, the InterMune Board has agreed, to the extent consistent with its fiduciary duties, not to authorize or permit InterMune or its subsidiaries (or any of their respective Representatives) to fail to enforce, or grant any waiver or release under, any standstill or similar agreement with respect to any capital stock of InterMune or any of its subsidiaries (and to the extent any such waiver or release is granted or such standstill or similar agreement is not enforced, the standstill provisions of the Confidentiality Agreement (as defined below) will be deemed to be correspondingly waived or released or will not be enforced, as applicable).

InterMune has agreed that it will, and will cause its subsidiaries and direct its Representatives to immediately:

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cease all discussions and negotiations regarding any proposal pending on the date of the Merger Agreement that constitutes, or could reasonably be expected to lead to, a Takeover Proposal;

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request the prompt return or destruction of all confidential information previously furnished to any person within the last six months for the purposes of evaluating a possible Takeover Proposal; and

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terminate access to any physical or electronic data rooms relating to a possible Takeover Proposal.

Notwithstanding the foregoing, at any time prior to the closing of the Offer, in response to a Takeover Proposal that did not result from a breach of the non-solicitation provisions described above and that the InterMune Board determines, in good faith, after consultation with outside counsel and a financial advisor, constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below), InterMune may (A) furnish information with respect to InterMune to the person making such Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement that, subject to certain exceptions, contains confidentiality provisions that are no less favorable in the aggregate to InterMune than those contained in the Confidentiality Agreement so long as InterMune also provides Parent, prior to or substantially concurrently with

the time such information is provided or made available to such person, in accordance with the terms of the Confidentiality Agreement, any non-public information furnished to such other person which was not previously furnished to Parent, except to the extent providing Parent with such information would violate applicable law, and (B) participate in discussions or negotiations with such person and its Representatives regarding such Takeover Proposal, including soliciting the making of a revised Takeover Proposal that constitutes or would reasonably be expected to lead to a Superior Proposal.

However, InterMune is required as promptly as practicable (and in any event within 24 hours after receipt thereof) to notify Parent of the receipt of any Takeover Proposal or any inquiry with respect to or that could reasonably be expected to lead to any Takeover Proposal, which notice must include the identity of the person making any such Takeover Proposal or inquiry and the material terms thereof. InterMune will keep Parent reasonably informed of the status of any such Takeover Proposal or inquiry (including promptly informing Parent of any change to the material terms or conditions thereof).

“Takeover Proposal” means any inquiry, proposal or offer from any person or group relating to (i) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (A) 20% or more (based on the fair market value thereof, as determined by the InterMune Board) of the assets (including capital stock of InterMune’s subsidiaries) of InterMune and its subsidiaries, taken as a whole, or (B) 20% or more of the aggregate voting power of the capital stock of InterMune or (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving InterMune that, if consummated, would result in any person or group (or the shareholders of any person) owning, directly or indirectly, 20% or more of the aggregate voting power of the capital stock of InterMune or of the surviving entity or the resulting direct or indirect parent of InterMune or such surviving entity, other than, in each case, the transactions contemplated by the Merger Agreement.

“Superior Proposal” means any bona fide written Takeover Proposal that if consummated would result in a person or group (or the shareholders of any person) owning, directly or indirectly, (i) 50% or more of the aggregate voting power of the capital stock of InterMune or of the surviving entity or the resulting direct or indirect parent of InterMune or such surviving entity or (ii) 50% or more (based on the fair market value thereof, as determined by the InterMune Board) of the assets (including capital stock of InterMune subsidiaries) of InterMune and its subsidiaries, taken as a whole, (A) on terms which the InterMune Board determines, in good faith, after consultation with outside counsel and a financial advisor, would result in greater value to the stockholders of InterMune from a financial point of view than the Transactions, taking into account all the terms and conditions of such proposal and the Merger Agreement and (B) that is reasonably capable of being completed relative to the transactions contemplated by the Merger Agreement, taking into account all financial, regulatory, legal and other aspects of such proposal.

“Intervening Event” means a material event, change or circumstance arising after the date of the Merger Agreement that was not known by the InterMune Board as of, or prior to, such date.

InterMune Board Recommendation

InterMune has represented to Parent and Purchaser in the Merger Agreement that the InterMune Board, at a meeting duly called and held, duly and unanimously adopted resolutions:

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approving and declaring advisable the Merger Agreement, the Offer and the other transactions contemplated by the Merger Agreement;

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determining that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the stockholders of InterMune;

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resolving that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the closing of the Offer; and

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recommending that the holders of the shares of InterMune common stock accept the Offer and tender their shares pursuant to the Offer (the recommendation in this bullet, the “InterMune Board Recommendation”).

Under the Merger Agreement, neither the InterMune Board nor any committee thereof may:

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(A) withdraw or modify in a manner adverse to Parent or Purchaser, or propose publicly to withdraw or modify in a manner adverse to Parent or Purchaser, the InterMune Board Recommendation or (B) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal or resolve or agree to take any such action (any action described in this bullet being referred to herein as an “Adverse Recommendation Change”); or

•

approve or recommend, or propose publicly to approve or recommend, or permit InterMune or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other agreement relating to any Takeover Proposal (other than a customary confidentiality agreement that, subject to certain exceptions, contains confidentiality provisions that are no less favorable in the aggregate to InterMune than those contained in the Confidentiality Agreement entered into in accordance with the non-solicitation provisions described above), or resolve, agree or publicly propose to take any such action.

Notwithstanding the foregoing, but subject to the terms described in the “—Last Look” section below, if the InterMune Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, then (A) the InterMune Board may make an Adverse Recommendation Change in response to a Superior Proposal or an Intervening Event, and (B) if the InterMune Board receives a Superior Proposal, InterMune may terminate the Merger Agreement, provided that immediately before and as a condition to any such termination, InterMune pays to Parent the fee described in the “—Termination” section below.

Nothing in the Merger Agreement prevents InterMune from: (A) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act; or (B) making any disclosure to its stockholders if the InterMune Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties or applicable law.

However, the taking of any such position or making of any such disclosure or statement (other than (i) any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act and (ii) any disclosure of information to InterMune’s stockholders that describes InterMune’s receipt of a Takeover Proposal and the operation of the Merger Agreement with respect thereto and contains a statement that the InterMune Board has not effected an Adverse Recommendation Change) will be subject to the terms and conditions of the Merger Agreement, including those described above relating to the making of an Adverse Recommendation Change.

Last Look

However, the InterMune Board may not make an Adverse Recommendation Change or terminate the Merger Agreement and pay the termination fee as described above unless:

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InterMune has provided Parent with written notice at least three business days (or two business days in the case of amendments to any Takeover Proposal) before taking that action setting forth InterMune’s intention to take such action and containing (x) if such action is intended to be taken in response to a Superior Proposal, a copy of the most current version of the proposed agreement under which the transaction contemplated by such Superior Proposal is proposed to be consummated and the identity of the person making the Superior Proposal or (y) if such action is intended to be taken in circumstances involving an Intervening Event, a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action; and

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Parent does not make, within the foregoing three business day period, a binding proposal to amend or modify the Merger Agreement that (x) in the case of any action intended to be taken in response to a Superior Proposal, is in the good faith judgment of the InterMune Board at least as favorable to the stockholders of InterMune as such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal requires a new written notification from InterMune and commences a two business day period during which Parent can take action in respect of such proposal), or (y) in the case of any action intended to be taken in circumstances involving an Intervening Event, obviates the need for taking such action.

During any such three or two business day period, InterMune will, and will cause its Representatives to, negotiate in good faith with Parent with respect to any revisions proposed by Parent to the terms of the transactions contemplated by the Merger Agreement.

Regulatory Undertaking

See “Section 16—Certain Legal Matters; Regulatory Approvals—Regulatory Undertakings.”

Access to Information

Other than as prohibited by law and subject to certain exceptions, InterMune has agreed to afford to Parent and to Parent’s Representatives reasonable access to its properties, books and records and contracts and to furnish to Parent all information concerning its business, properties and personnel as Parent may reasonably request, so long as it does not interfere with the normal operation of InterMune’s business. Subject to reimbursement of its expenses by Parent, InterMune has also agreed to use commercially reasonable efforts to facilitate Parent’s interactions with InterMune’s CMOs, including, if requested by Parent, using commercially reasonable efforts to facilitate the planning of audits by Parent of InterMune’s CMOs.

Director and Officer Indemnification and Insurance

The Merger Agreement provides that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time (and rights to advancement of expenses) in existence on the date of the Merger Agreement in favor of any person who is, becomes or has been, in each case, at any time prior to the Merger Effective Time, a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of InterMune, any of its subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the InterMune certificate of incorporation, the InterMune by-laws, the organizational documents of any InterMune subsidiary or any indemnification agreement between such Indemnified Party and InterMune or any of its subsidiaries in effect as of the date of the Merger Agreement (i) will survive the Merger, (ii) will continue in full force and effect in accordance with their terms with respect to any claims against any such Indemnified Party arising out of such acts or omissions and (iii) will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Without limiting the above, from and after the closing of the Offer, InterMune agrees, to the fullest extent permitted by applicable law, to indemnify and hold harmless each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including advancement of reasonable attorney’s fees and expenses to the fullest extent permitted by applicable law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement of or in connection with any threatened or actual legal proceeding pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of InterMune, any of its subsidiaries or any of their respective predecessors or (ii) the Merger Agreement or any of the transactions contemplated thereby, whether in any case asserted or arising before or after the Merger Effective Time. The Merger Agreement also contains certain customary provisions regarding control of the defense and settlement of legal proceedings subject to such indemnification.

The Merger Agreement permits InterMune to obtain at or prior to the Merger Effective Time, and requires Parent to maintain after the Merger Effective Time, prepaid or “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Merger Effective Time for the period beginning upon the acceptance for payment of, and payment by Purchaser for, any Shares pursuant to the Offer and ending six years from the Merger Effective Time, covering each Indemnified Party and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the aggregate, no less favorable to any Indemnified Party than those of InterMune’s directors’ and officers’ liability insurance policies in effect on the date of the Merger Agreement. In the event InterMune does not obtain such “tail” insurance policies, then, for the period beginning upon the acceptance for payment of, and payment by Purchaser for, any Shares pursuant to the Offer and ending six years from the Merger Effective Time, Parent will maintain in effect InterMune’s directors’ and officers’ insurance policies in effect at the Merger Effective Time in respect of acts or omissions occurring at or prior to the Merger Effective Time. Notwithstanding the foregoing, regardless of whether InterMune obtains the “tail” policy, neither the maximum aggregate annual premium for such “tail” policy nor the maximum aggregate annual premiums for such insurance policies paid by Parent shall exceed an annual premium for such insurance in excess of 300% of the annual premium currently paid by InterMune for such insurance.

Employee Matters

The Merger Agreement provides that, from the Merger Effective Time to December 31, 2015 (the “Continuation Period”), Parent agrees to provide to each employee of InterMune and its subsidiaries who is employed and continues to be employed immediately after the Merger Effective Time (collectively, the “InterMune Employees”), with, for so long as such individual continues to be employed by Parent or its subsidiaries, salary, target incentive opportunities (including the target grant date fair value of annual equity-based compensation awards, but excluding retention awards and programs) and employee benefits that are, in the aggregate, substantially comparable to those provided to such InterMune Employee by InterMune or its subsidiaries immediately prior to the Merger Effective Time. Following such period, the InterMune Employees will be eligible to participate in the plans of Parent, InterMune or their respective subsidiaries with benefits comparable to those provided to employees of Parent, InterMune or their respective subsidiaries performing comparable roles and functions in the same geographic area.

From and after the Merger Effective Time, Parent will or will cause InterMune to assume, honor and continue during the Continuation Period certain scheduled employment, severance, retention, termination and change in control plans, policies, programs and agreements, in each case, as in effect at the Merger Effective Time, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by the Merger Agreement, without amendment other than as required by law, except that any equity awards granted by Parent to InterMune Employees will be on the standard terms and conditions including vesting and treatment upon termination of employment as provided to other employees of Parent and its subsidiaries.

The Merger Agreement also provides that, with certain exceptions, (A) with respect to the employee benefit plans maintained by Parent or its subsidiaries, service credit will be provided to InterMune Employees for all purposes (other than the accrual of benefits under a defined benefit pension plan and sabbatical programs) and (B) with respect to any welfare plan maintained by Parent or any of its subsidiaries, all limitations as to preexisting conditions and similar exclusions will be waived for InterMune Employees to the extent that such limitations were waived, satisfied or did not apply to such InterMune Employees or their dependents under the corresponding InterMune benefit plans and all InterMune Employees and their eligible dependents will be provided with credit for any co-payments and deductibles paid prior to the Merger Effective Time in satisfying any analogous deductibles or out-of-pocket maximum requirements to the extent applicable under such plans.

Approval of Compensation Arrangements

Pursuant to the Merger Agreement, InterMune has agreed (acting through the InterMune Board and its compensation committee) to take all such steps as may be required to cause to be exempt under Rule 14d-10(d)

promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of the Merger Agreement will be, entered into by InterMune or any of its subsidiaries with current or future directors, officers, employees or other service providers of InterMune or any of its subsidiaries and to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such rule.

In addition, InterMune has agreed to take all reasonable steps as may be required to cause any dispositions of InterMune equity securities (including derivative securities) in connection with the Merger Agreement by each individual who is a director or officer of InterMune subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act.

InterMune Convertible Notes

Pursuant to the Merger Agreement, the InterMune Convertible Notes will be adjusted in connection with the transactions contemplated by the Merger Agreement in accordance with the terms of their indentures. InterMune has agreed to comply in all material respects with its obligations under such indentures that arise as a result of the execution, delivery or performance by InterMune of the Merger Agreement and the consummation by InterMune of the transactions contemplated by the Merger Agreement, including the delivery of any notices, certificates and opinions required in connection with such transactions.

Conditions to the Offer

See “—Section 15—Conditions to the Offer.”

Conditions to the Merger.

The obligations of each party to consummate the Merger are subject to the satisfaction or waiver of the following conditions:

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No temporary or permanent judgment, order, injunction or decree issued by any governmental entity of competent jurisdiction or law or other legal restraint or prohibition (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Merger is in effect; and

•

Purchaser will have accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.

The Merger Agreement provides that (A) neither Parent nor Purchaser may rely on the failure of any Offer Condition or any condition to the Merger to be satisfied if such failure was caused by the failure of Parent or Purchaser to perform any of its obligations under the Merger Agreement, to act in good faith or to use its reasonable best efforts to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, as required by and subject to the undertakings described in “—Section 16—Certain Legal Matters; Regulatory Approvals—Regulatory Undertakings” and (B) InterMune may not rely on the failure of any condition to the Merger to be satisfied if such failure was caused by its failure to perform any of its obligations under the Merger Agreement, to act in good faith or to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by the Merger Agreement, as required by and subject to the undertakings described in “—Section 16—Certain Legal Matters; Regulatory Approvals—Regulatory Undertakings.”

Termination

The Merger Agreement may be terminated at any time prior to the Merger Effective Time:

•

by mutual written consent of Parent, Purchaser and InterMune (but if any party to the Merger Agreement attempts to terminate by mutual written consent after the closing of the Offer, the consent

of the InterMune Board is required and (x) if, at the time such consent is sought, a majority of directors on the InterMune Board were directors as of the date of the Merger Agreement or were nominated or designated by a majority of directors on the InterMune Board as of the date of the Merger Agreement (such directors, “Continuing Directors”), a majority of such Continuing Directors must also consent or (y) if, at the time such consent is sought, the Continuing Directors constitute a minority of InterMune Board, each then-serving Continuing Director must also consent);

•

by either Parent or InterMune, if:

•

the closing of the Offer has not occurred on or before October 21, 2014 (the “Outside Date”); provided, however, that if, on the Outside Date, any of the Offer Conditions set forth in clauses (b), (c)(i) or (c)(ii) of “—Section 15—Conditions to the Offer” (solely, in the case of clause (c)(i), relating to a Legal Restraint in respect of any Merger Control Law in the United States, Germany or Austria) have not been satisfied or (to the extent permitted by Law) waived by the party or parties entitled to the benefits thereof, then, at the written request of either Parent or InterMune, the Outside Date will be extended by a period of 150 calendar days; provided, further, that the right to terminate the Merger Agreement under the right described in this bullet will not be available to a party if the failure to consummate the Offer is the result of a material breach of the Merger Agreement by such party (such termination right, the “Outside Date Termination Right”); or

•

any Legal Restraint permanently preventing or prohibiting consummation of the Offer or the Merger will be in effect and will have become final and non-appealable; provided that the party seeking to terminate the Merger Agreement will have complied with its obligations described in “—Section 16—Certain Legal Matters; Regulatory Approvals—Regulatory Undertakings” in respect of any such Legal Restraint;

•

by Parent, if, prior to the closing of the Offer:

•

InterMune breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of the conditions set forth in clause (c)(iii) or (c)(iv) of “—Section 15—Conditions to the Offer” to be satisfied and (ii) such failure cannot be or has not been cured prior to the earlier of (x) 30 days after the giving of written notice to InterMune of such breach and (y) the Outside Date (so long as that Parent and Purchaser are not then in material breach of any representation, warranty or covenant contained in the Merger Agreement) (such termination right, the “InterMune Breach Termination Right”); or

•

(i) an Adverse Recommendation Change has occurred or (ii) InterMune has intentionally and materially breached certain of its obligations described above under “—No Solicitation”;

•

by InterMune, if, prior to the closing of the Offer:

•

Purchaser will have terminated the Offer prior to the Expiration Date (as such Expiration Date may be extended and re-extended as described in “—Extensions of the Offer”), other than in accordance with the Merger Agreement;

•

Parent or Purchaser breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement (without regard to certain qualifications or exceptions contained therein), which breach or failure to perform (i) had or would reasonably be expected to, individually or in the aggregate, result in a change, effect, event or occurrence that prevents or materially delays (x) the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement or (y) the ability of Parent to perform its obligations under the Merger Agreement in any material respect and (ii) has not been cured prior to the earlier of (x) 30 days after the giving of written notice to Parent or Purchaser of such breach and (y) the Outside Date (provided that InterMune is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement); or

•

the InterMune Board has received a Superior Proposal and InterMune has paid, or simultaneously with the termination of the Merger Agreement pays, the fee described in “—InterMune Termination Fee,” provided that InterMune has complied in all material respects with its obligations described under “—Last Look.”

In the event of the termination of the Merger Agreement in accordance with its terms, the Merger Agreement will become void and of no effect (except for certain customary obligations, obligations related to termination and the payment obligations described under the sections below entitled “—InterMune Termination Fee” and “—Fees and Expenses”), without any liability or obligation on the part of Parent or Purchaser, on the one hand, or InterMune, on the other hand, except that the termination of the Merger Agreement will not relive or release any party from any liability arising out of its willful and material breach of the Merger Agreement that resulted in such termination.

InterMune Termination Fee.

InterMune has agreed to pay Parent a termination fee of $266,000,000 in cash (the “InterMune Termination Fee”) in the event that:

•

the Merger Agreement is terminated by InterMune, prior to the closing of the Offer, after the InterMune Board has received a Superior Proposal and InterMune has complied in all material respects with its obligations described under “—Last Look”;

•

the Merger Agreement is terminated by Parent if, prior to the closing of the Offer, an Adverse Recommendation Change has occurred or InterMune has intentionally and materially breached certain of its obligations described above under “—No Solicitation”; or

•

all of the following occur:

•

after the date of the Merger Agreement, a Takeover Proposal (for purposes of this trigger of the InterMune Termination Fee, substituting 50% for the 20% thresholds contained in the definition of “Takeover Proposal” described above under “—No Solicitation”) is publicly proposed or announced or the making or existence of a Takeover Proposal will have otherwise become publicly known and such Takeover Proposal is not publicly withdrawn:

•

in the case of the Merger Agreement being subsequently terminated by Parent pursuant to the InterMune Breach Termination Right, prior to the time of the breach or failure to perform giving rise to such termination; or

•

in the case of the Merger Agreement being subsequently terminated pursuant to the Outside Date Termination Right, prior to the date that is two business days prior to the final expiration date of the Offer;

•

after such proposal becomes publicly known, the Merger Agreement is terminated by either Parent or InterMune pursuant to the Outside Date Termination Right or the InterMune Breach Termination Right;

•

in the case of a termination pursuant to the Outside Date Termination Right, at the final expiration date of the Offer, the Offer Conditions set forth in clauses (b), (c)(i) and (c)(ii) of “Section 15—Conditions to the Offer” have been satisfied, but the Minimum Condition has not been satisfied; and

•

within 9 months of such termination InterMune enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Takeover Proposal.

Except in the case of fraud, payment of the InterMune Termination Fee will constitute the sole and exclusive remedy of Parent and Purchaser against InterMune and its subsidiaries and their respective current, former or future Representatives for any loss suffered as a result of the failure of the transactions contemplated

by the Merger Agreement to be consummated, and upon payment of the InterMune Termination Fee, none of InterMune or its subsidiaries or any of their respective current, former or future Representatives will have any further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated thereby.

Fees and Expenses

Subject to certain exceptions and subject to the provisions described in “—InterMune Termination Fee,” all fees and expenses incurred in connection with the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.

Amendment; Waiver

Prior to the Merger Effective Time, any provision of the Merger Agreement may be amended at any time by a written instrument signed the parties, except that after the closing of the Offer, the parties may not approve any amendment or termination of the agreement by mutual consent if that amendment or termination is not also approved by the InterMune Board and (x) if, at the time such consent is sought, a majority of directors on the InterMune Board are Continuing Directors, a majority of such Continuing Directors or (y) if, at the time such consent is sought, the Continuing Directors constitute a minority of InterMune Board, each then-serving Continuing Director. After the Merger Effective Time, the Merger Agreement may not be amended.

The Confidentiality Agreement

InterMune and Parent entered into a confidentiality agreement dated as of August 6, 2014 (the “Confidentiality Agreement”). As a condition to being furnished Evaluation Material (as defined in the Confidentiality Agreement), Parent agreed, subject to certain exceptions, that, for a period of two years from the date of the Confidentiality Agreement, it would, and it would direct its representatives to, keep such Evaluation Material confidential and to use such information solely for the purpose of evaluating a possible transaction between the parties. The Confidentiality Agreement contains standstill provisions with a term of nine months that would automatically terminate before the expiration of such term in certain situations, including the entry by InterMune into an agreement governing a fundamental transaction with a third party. The Confidentiality Agreement expires on August 6, 2016. The foregoing summary description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which Purchaser has filed as Exhibit (d)(2) to the Schedule TO and is incorporated herein by reference.

14.

Dividends and Distributions

As discussed in “—Section 13—The Transaction Documents—The Merger Agreement—Operating Covenants,” pursuant to the Merger Agreement, from the date of the Merger Agreement until the Merger Effective Time, except as (i) disclosed in the confidential disclosure letter that InterMune delivered to Parent and Purchaser in connection with the execution of the Merger Agreement, (ii) specifically permitted or required by the Merger Agreement, (iii) required by applicable law, or (iv) consented to in writing by Parent (which consent will not be unreasonably withheld, delayed or conditioned), InterMune has agreed not to, and has agreed not to permit any of its subsidiaries to, subject to certain exceptions:

•

split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

•

15.

Conditions to the Offer

Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser will not be required to accept for payment or pay for any Shares tendered pursuant to the Offer (subject to any applicable rules and regulations of the SEC), if:

(a)

the Minimum Condition is not satisfied as of the Expiration Time;

(b)

the Regulatory Condition is not satisfied as of the Expiration Time;

(c)

as of the Expiration Time:

(i)

there is any Legal Restraint in effect preventing or prohibiting the consummation of the Offer or the Merger or imposing a Burdensome Condition (as defined below);

(ii)

there is instituted or pending any action or legal proceeding by any governmental entity in the United States, Germany or Austria, in each case, acting pursuant to or implementing any Merger Control Law (A) challenging or seeking to make illegal, to delay materially or otherwise to prevent or prohibit the making of the Offer or the consummation of the Offer or the Merger or (B) seeking to impose a Burdensome Condition;

(iii)

any of the representations and warranties of InterMune relating to its capitalization (other than those representations and warranties relating to (x) the documentation and award information for the InterMune Stock Options, InterMune RSUs and InterMune Restricted Shares and (y) the outstanding principal and conversion rates under the Convertible Notes), are not true and correct in all but de minimis respects at such time (other than those of such representations and warranties that expressly relate to a specified date, which must be so true and correct as of such date); any of the representations and warranties of InterMune relating to its organization, its standing and power, its authority to enter into the Merger Agreement, its execution and delivery of the Merger Agreement, and the enforceability of the Merger Agreement, broker’s or similar fees, opinions of InterMune’s financial advisors and the items referenced in clauses (x) and (y) of this condition are not true and correct in all material respects at such time (other than those of such representations and warranties that expressly relate to a specified date, which must be so true and correct as of such date); the representation and warranty of InterMune relating to the existence of any events that have had or would reasonably be expected to have a Material Adverse Effect prior to the date of the Merger Agreement is not true and correct in all respects as of such time; and the other representations and warranties of InterMune set forth in the Merger Agreement are not true and correct at such time, other than for such failures to be true and correct that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect (and other than those of such representations and warranties that expressly relate to a specified date, which must be so true and correct as of such date);

(iv)

InterMune has failed to perform in all material respects all obligations to be performed by it as of such time under the Merger Agreement;

(v)

InterMune has failed to deliver to Parent a certificate signed by an executive officer of InterMune, dated as of the date on which the Offer expires, certifying that the conditions to the Offer specified in the preceding paragraphs (iii) and (iv) do not exist; or

(vi)

the Merger Agreement has been terminated in accordance with its terms (the “Termination Condition”).

“Material Adverse Effect” means any change, event, effect or occurrence that (i) has a material adverse effect on the business, assets, financial condition or results of operations of InterMune and its subsidiaries, taken as a whole, or (ii) prevents or materially delays the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement or the ability of InterMune to perform its obligations under the Merger Agreement in any material respect; provided, however, that none of the following will be taken into account in determining whether there has been a Material Adverse Effect: any change, event, effect or occurrence to the extent resulting from or arising in connection with:

(a)

general conditions in the industries in which InterMune and its subsidiaries operate;

(b)

general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets and price levels or trading volumes), in each case in the United States or elsewhere in the world;

(c)

any change or prospective change in applicable law or GAAP (or interpretation or enforcement thereof);

(d)

geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism;

(e)

any hurricane, tornado, flood, volcano, earthquake or other natural or man-made disaster;

(f)

the failure, in and of itself, of InterMune to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics, or changes or prospective changes in the market price or trading volume of the Shares or the credit rating of InterMune (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Material Adverse Effect if such facts are not otherwise excluded under this definition);

(g)

the announcement, pendency or performance of any of the transactions contemplated by the Merger Agreement, including any stockholder (direct or derivative) legal proceeding in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement, actions specifically required by the covenants contained in the Merger Agreement (excluding the covenant relating to InterMune operating in the ordinary course) and any loss of or change in relationship with any customer, supplier, vendor or other business partner, or departure of any employee or officer, of InterMune or any of its subsidiaries to the extent resulting from or arising in connection with such announcement, pendency or performance (however the exception in clause (G) will not apply with respect to a representation or warranty contained in the Merger Agreement to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby or the performance of obligations under the Merger Agreement);

(h)

any action taken by InterMune or any of its subsidiaries at Parent’s written request or with Parent’s written consent;

(i)

the identity of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates;

(j)

any determination by, or delay of a determination by, the U.S. Food and Drug Administration or any other governmental entity, or any panel or advisory body empowered or appointed thereby, or any indication that any such entity, panel or body will make any determination or delay in making any determination, with respect to the approvability, labeling, contents of package insert, prescribing information, risk management profile, CMC matters, pre-approval inspection matters, requirement to conduct further clinical trials or any delayed or accelerated launch of products or product candidates of InterMune or any of its competitors;

(k)

the results of any pre-clinical or clinical testing sponsored by InterMune, any of its competitors or any of their respective collaboration partners;

(l)

increased incidence or severity of any previously identified side effects, adverse events or safety observations, or reports of new side effects, adverse events or safety observations, with respect to products or product candidates of InterMune or any of its competitors;

(m)

any recommendations, statements or other pronouncements published or proposed by professional medical organizations or any governmental entity, or any panel or advisory body empowered or appointed thereby, relating to products or product candidates of InterMune or any of its competitors;

(n)

any supply chain disruption affecting products or product candidates of InterMune or any of its competitors; and

(o)

any change or prospective change in reimbursement or payor rules or policies applicable to products or product candidates of InterMune or any of its competitors.

However, the Merger Agreement provides that (1) in the case of clause (a), (b), (c), (d) or (e) described above, to the extent that InterMune and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which InterMune and its subsidiaries operate, the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect and (2) in the case of clause (j), (k), (l), (m), (n) or (o) described above, to the extent that such change, event, effect or occurrence results from fraud by InterMune or its subsidiaries, such change, event, effect or occurrence to the extent resulting from fraud by InterMune or its subsidiaries may be taken into account in determining whether there has been a Material Adverse Effect.

16.

Certain Legal Matters; Regulatory Approvals

Regulatory Matters

General

Based on our examination of publicly available information filed by InterMune with the SEC and other publicly available information concerning InterMune, we are not aware of any governmental license or regulatory permit that appears to be material to InterMune’s business that might be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except as described below under “—State Takeover Statutes,” such approval or other action will be sought. However, except as described under “—Antitrust,” there is no current intent to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. We are unable to predict whether we will determine that we are required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained (with or without substantial conditions) or that if such approvals were not obtained or such other actions were not taken adverse consequences might not result to InterMune’s business or certain parts of InterMune’s business might not have to be disposed of, any of which may give us the right to terminate the Offer without the purchase of Shares thereunder. Our obligation under the Offer to accept for payment and pay for Shares is subject to the conditions set forth in “Section 15—Conditions to the Offer.”

State Takeover Statutes

As a Delaware corporation, InterMune is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is

approved by the board of directors of such corporation before such person became an “interested stockholder.” InterMune has represented to us in the Merger Agreement that, assuming certain representations and warranties made by Purchaser and Parent are true and correct, it has taken sufficient action in order to exempt the Offer, the Merger, the Merger Agreement and the other transactions contemplated thereby from the restrictions on business combination of Section 203 of the DGCL.

In addition to Section 203 of the DGCL, a number of other states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. InterMune, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which may have enacted such laws. Except as described herein, we do not know whether any of these laws will, by their terms, apply to the Offer or the Merger, and we have not attempted to comply with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, we believe that there are reasonable bases for contesting the application of such laws.

In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

If any government official or third party seeks to apply any state takeover law to the Offer or the Merger, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “Section 15—Conditions to the Offer.”

U.S. Antitrust

Under the HSR Act and the rules that have been promulgated thereunder, certain acquisition transactions may not be consummated unless Premerger Notification and Report Forms have been filed with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer and the Merger is subject to such requirements.

Each of Parent and InterMune currently expect to file a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger with the Antitrust Division and the FTC during the week of

September 2, 2014. The waiting period applicable to the purchase of Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, 15 calendar days after Parent makes such filing, but the period may be shortened if the FTC or the Antitrust Division, as applicable, grants “early termination” of the waiting period, or it may be lengthened if Parent voluntarily withdraws and refiles its Premerger Notification and Report Form in order to restart the 15-day waiting period, or if the reviewing agency issues a formal request for additional information and documentary material. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, ten calendar days after substantial compliance with such request. Thereafter, such waiting period can be extended only by court order or agreement of Parent, InterMune, Purchaser and the Antitrust Division or the FTC, as applicable.

German Antitrust Laws

Under the German Act Against Restraints of Competition, unless early clearance of the transaction is granted, the purchase of Shares in the Offer may not be completed until a one month waiting period following the Federal Cartel Office’s (“FCO’s”) receipt of a complete filing by Parent (or, in case of a joint filing, by Parent and InterMune) expires without the FCO deciding to commence an in-depth investigation (Hauptprüfverfahren). In the event of an in-depth investigation, the acquisition of Shares pursuant to the Offer may be consummated if the FCO approves the transaction or a waiting period of four months from submission of a complete notification to the FCO has expired without an extension of the four month period or the FCO informing the notifying party or parties that the transaction is prohibited.

Parent has filed a pre-merger notification on August 25, 2014 with the FCO. The statutory waiting period with respect to the acquisition of the Shares will expire at 11:59 p.m., CET, on September 25, 2014 unless early clearance is granted or the FCO has entered into an in-depth investigation prior to that time. Alternatively, Parent may decide to consummate in accordance with Sec. 41(1a) ARC and agrees in such case not to exercise the voting rights attached to the Shares until clearance is granted or the required waiting period has expired.

Austrian Antitrust Laws

Under the Austrian Cartel Act, unless early clearance of the transaction is granted, the purchase of the Shares in the Offer may not be completed until the expiration of a four-week waiting period following the Federal Competition Authority’s (“FCA’s”) receipt of a pre-merger notification by Parent (or, in case of a joint filing, by Parent and InterMune) without either of the Official Parties (Amtsparteien), i.e. the FCA and the Federal Cartel Prosecutor (Bundeskartellanwalt; “FCP”) deciding to commence an in-depth investigation. In the event an in-depth examination is requested, the acquisition of Shares pursuant to the Offer may be consummated if the Austrian Cartel Court has resolved (and such decision has become legally binding) that (A) the request for an in-depth investigation is dismissed, (B) the concentration will not be prohibited, or (C) the examination proceedings are discontinued. In the event of an appeal against the decision of the Austrian Cartel Court, the acquisition of Shares pursuant to the Offer may be consummated if the Austrian Supreme Cartel Court has declared that the concentration will not be prohibited or discontinued the examination proceedings.

Parent has filed a pre-merger notification on August 25, 2014 with the FCA. The statutory waiting period with respect to the acquisition of the Shares will lapse with the expiration of September 22, 2014, unless early clearance is granted by both Official Parties or at least one of the Official Parties has requested an in-depth investigation prior to that time.

Other Antitrust Approvals

Except as described above, we are not currently aware of any antitrust or merger control statutes or regulations of foreign countries that would require the filing of information with, or the obtaining of the approval of, antitrust or competition authorities therein with respect to the purchase of Shares pursuant to the Offer or the Merger.

Regulatory Review

The Antitrust Division, the FTC, the FCO and the FCA frequently scrutinize the legality of transactions such as the Offer or the Merger under applicable antitrust and competition laws. At any time before or after the consummation of any such transactions, these authorities could take such actions as they deem necessary or desirable, including seeking to enjoin the purchase of Shares pursuant to the Offer or the Merger, divestiture of the Shares so acquired or divestiture of Ultimate Parent’s or InterMune’s assets. In some cases, private parties may also bring legal action under the antitrust laws. There can be no assurance that a challenge to the Offer or the Merger on antitrust or competition grounds will not be made, or if such a challenge is made, what the result will be. If any applicable waiting period has not expired or been terminated or any termination or approval required to consummate the Offer or the Merger has not been obtained, we will not be obligated to accept for payment or pay for any tendered Shares unless and until such approval or termination has been obtained or such applicable waiting period has expired or been terminated. See “Section 15—Conditions to the Offer” for certain conditions to the Offer, including conditions with respect to certain governmental actions and “—Section 13—The Transaction Documents—The Merger Agreement—Termination” for certain termination rights pursuant to the Merger Agreement with respect to certain governmental actions.

Regulatory Undertakings

The parties to the Merger Agreement have agreed, in consultation with one another and as promptly as practicable following the date of the Merger Agreement (but in no event later than September 2, 2014 or such later date as the parties may mutually agree), to file (A) all materials initially required to be filed under the HSR Act in connection with the transactions contemplated by the Merger Agreement (an “HSR Filing”) and (B) all appropriate filings required under any competition, merger control, trade regulation, antitrust or similar law of any jurisdiction (a “Merger Control Law”) in connection with the transactions contemplated by the Merger Agreement.

Each of the parties has agreed to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers and consents from, the making of all necessary registrations, declarations and filings with and the taking of all reasonable steps as may be necessary to avoid a proceeding by any governmental entity with respect to the Merger Agreement or the transactions contemplated thereby, (ii) the defending or contesting of any proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the Merger Agreement and to fully carry out the purposes of the Merger Agreement.

However, the parties have agreed that the reasonable best efforts of Parent and Purchaser will not include (A) divesting or otherwise holding separate, or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or InterMune’s or any of their respective affiliates’ businesses, assets or properties if such action is required in connection with the completion of or as a result of the transactions contemplated by the Merger Agreement or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity if required in connection with the completion of transactions contemplated by the Merger Agreement (each action or condition described in clause (A) or (B), a “Burdensome Condition”). In addition, InterMune has agreed not to accept any Burdensome Condition or take any action that would result in the imposition of a Burdensome Condition without Parent’s prior written consent, and will not be required to take such action that is not conditioned on consummation of the transactions contemplated by the Merger Agreement.

Furthermore, each of Parent and InterMune have agreed to (A) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any

filing or submission which is necessary under the HSR Act or any other Merger Control Law; (B) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the Antitrust Division and any other governmental entity regarding the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests; (C) unless prohibited by applicable law or by the applicable governmental entity, and to the extent reasonably practicable, (i) not participate in or attend any meeting or engage in any substantive conversation with any governmental entity in respect of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement without the other party, (ii) give the other party reasonable prior notice of any such meeting or conversation, (iii) in the event one party is prohibited by applicable law or by the applicable governmental entity from participating in or attending any such meeting or engaging in any such conversation keep such party apprised with respect thereto, (iv) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, articulating any regulatory or competitive argument or responding to requests or objections made by any governmental entity and (v) furnish the other party with copies of all filings, submissions, correspondence and communications between it and its affiliates and their respective representatives, on the one hand, and any governmental entity or members of any governmental entity’s staff, on the other hand, with respect to the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement; and (D) comply with any inquiry or request from the FTC, the Antitrust Division or any other governmental entity as promptly as reasonably practicable.

Parent has agreed not to extend any waiting period under the HSR Act or any other Merger Control Law or enter into any agreement with a governmental entity to delay or not to consummate the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, except with the prior written consent of InterMune, which consent may be withheld in its sole discretion.

Notwithstanding anything in the Merger Agreement to the contrary, but subject to Parent’s obligations described above, Parent will have the right to direct all matters with any governmental entity consistent with its obligations under the Merger Agreement, and Parent will have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and will take the lead in all meetings and communications with any governmental entity in connection with obtaining any necessary antitrust or competition clearances.

Litigation Related to the Merger

InterMune and its directors have been named as defendants in a purported stockholder class action lawsuit filed in the Superior Court of California, San Mateo County: Kimberly Walters v. InterMune, Inc. et al., CIV 530186, filed on August 28, 2014. The case is a putative class action brought by purported stockholders of InterMune alleging, among other things, that InterMune’s directors breached their fiduciary duties to InterMune’s stockholders by approving the Merger Agreement, and that InterMune, Parent and Purchaser aided and abetted these alleged breaches of fiduciary duty. The complaint seeks, among other things, an order enjoining the proposed transaction. The foregoing description does not purport to be complete is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(xii) to the Schedule TO and is incorporated herein by reference.

17.

Fees and Expenses

Citigroup Global Markets Inc. (“Citigroup Global Markets”) is acting as dealer manager to Parent in connection with the Offer and has provided certain financial advisory services to Parent in connection with the transactions contemplated by the Merger Agreement, for which financial advisory services Citigroup Global

Markets will receive reasonable and customary compensation. We have also agreed to reimburse Citigroup Global Markets for certain reasonable out-of-pocket expenses and to indemnify Citigroup Global Markets against certain liabilities, including certain liabilities under the U.S. federal securities laws. In the ordinary course of business, Citigroup Global Markets and their respective successors and affiliates may trade Shares for their own accounts and accounts of customers, and, accordingly, may at any time hold a long or short position in the Shares.

We have retained MacKenzie Partners, Inc. to act as the Information Agent and Citibank, N.A., to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

We will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies and other nominees will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

18.

Miscellaneous

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any U.S. or foreign jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by Citigroup Global Markets or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser. We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state.

No person has been authorized to give any information or make any representation on behalf of Purchaser, Parent or any of their respective affiliates, or on behalf of Citigroup Global Markets, not contained in this Offer to Purchase or in the related Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

We have filed with the SEC a Schedule TO, together with exhibits thereto, furnishing certain additional information with respect to the Offer, and may file amendments to our Schedule TO. In addition, InterMune has filed the Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, together with exhibits thereto, setting forth the InterMune Board Recommendation and furnishing certain additional related information. Our Schedule TO and the Schedule 14D-9 and any exhibits or amendments thereto may be examined and copies may be obtained from the SEC in the manner described in “—Section 8—Certain Information Concerning InterMune” and “—Section 9—Certain Information Concerning Purchaser and Parent” above.

Klee Acquisition Corporation

August 29, 2014

SCHEDULE I

DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING

SHAREHOLDERS OF ULTIMATE PARENT

The name, country of citizenship, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Roche Holding Ltd, of which Parent is a subsidiary, are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to a position with Roche Holding Ltd. The business address of each director, executive officer and controlling shareholder is Grenzacherstrasse 124, CH-4070, Basel, Switzerland. Directors are identified by an asterisk and controlling shareholders are identified with a cross.


Name	Age		Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Dr. Christoph Franz*		54	Dr. Franz has been a director since 2011 and Chairman of the Board since March 2014. He was a member of the Executive Board of Lufthansa Group and Deputy Chairman of Deutsche Lufthansa AG from June 1, 2009 to December 31, 2010. From 2011 until April 30, 2014 he was Chairman of the Executive Board of Lufthansa and CEO of Deutsche Lufthansa AG.	Germany
André Hoffmann*†		56	Mr. Hoffmann has been a director since 1996 and is Non-Executive Vice-President. Mr. Hoffmann has served as Non-Executive Vice-President of Givaudan Ltd. since March 2000. He has been President of Massellaz SA since November 1999.	Switzerland
Dr. Andreas Oeri*†		65	Dr. Oeri has been a director since 1996. He is an orthopaedic surgeon.	Switzerland
Prof. Dr. Pius Baschera*		63	Prof. Dr. Baschera has been Chairman of the Board of Directors of Hilti Corporation since 2007.	Switzerland and Italy
Prof. Sir John Irving Bell*		62	Prof. Sir John Bell has served as the Regius Professor at the University of Oxford since 2002 and as a Professor since 1987. He has been a non-executive director of Oxagen since 2002.	United Kingdom and Canada
Paul Bulcke*		60	Mr. Bulcke has been Chief Executive Officer of Nestlé S.A. since April 2008.	Belgium
Dame DeAnne Julius*		65	Dame DeAnne Julius is self-employed. She was a Non-Executive Director of BP plc from November 29, 2001 to April 14, 2011. She was a Non-Executive Director of Deloitte & Touche LLP from July 1, 2011 to June 30, 2014.	United Kingdom and USA
Dr. Arthur D. Levinson*		64	Dr. Levinson served as Chairman of Genentech, Inc. from September 1999 to August 2014. He has been Founder and Chief Executive Officer of Calico since September 2013.	USA

S-1


Name	Age		Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Dr. Severin Schwan*		46	Dr. Schwan has served as Chief Executive Officer of the Roche Group since 2008.	Austria
Peter R. Voser*		56	Mr. Voser is a retiree. He was Chief Executive Officer of Royal Dutch Shell plc. from July 2009 to March 31, 2014. From October 2004 to June 30, 2009 he was Chief Financial Officer of Royal Dutch Shell plc.	Switzerland
Prof. Dr. Beatrice Weder di Mauro*		49	Prof. Dr. Weder di Mauro has served as a Professor at the Johannes Gutenberg University of Mainz since 2001.	Switzerland and Italy
Daniel O’Day		50	Mr. O’Day has served as Chief Operating Officer of the Pharmaceuticals Division since September 2012 and as a member of the Corporate Executive Committee. He previously served as Chief Operating Officer of the Diagnostics Division from January 2010 until August 30, 2012 and as Global Head Roche Molecular Diagnostics from 2006 until December 31, 2009.	USA
Roland Diggelmann		47	Mr. Diggelmann has served as Chief Operating Officer of the Diagnostics Division and as a member of the Corporate Executive Committee since 2012. He previously served as Head Roche Diagnostics Region Asia Pacific from 2008 until 2012.	Switzerland
Dr. Alan Hippe		47	Dr. Hippe has served as Chief Financial and IT Officer since April 2011 and is a member of the Corporate Executive Committee. He was CFO of ThyssenKrupp AG from 2009 until March 2011.	Germany
Silvia Ayyoubi		60	Ms. Ayyoubi serves as Head of Group Human Resources and as a member of the Corporate Executive Committee.	Switzerland
Dr. Gottlieb A. Keller		60	Dr. Keller has served as General Counsel since 2008. He also serves as a member of the Corporate Executive Committee.	Switzerland
Dr. Richard H. Scheller		60	Dr. Scheller serves as Head of Genentech Research and Early Development (pRED) and as a member of the Roche Enlarged Corporate Executive Committee.	USA
Prof Dr. John C. Reed		55	Prof. Dr. Reed has served as Head of Roche Pharma Research and Early Development and as a member of the Roche Enlarged Corporate Executive Committee since April 2013. Prof. Reed previously served as Chief Executive Officer at Sanford-Burnham Medical Research Institute from 2007 until 2013.	USA

S-2


Name	Age		Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Dr. Sophie Kornowski-Bonnet		51	Dr. Kornowski-Bonnet has served as Head of Roche Partnering since February 2012. She also serves as a member of the Roche Enlarged Corporate Executive Committee. From 2007 to January 2012, Dr. Kornowski-Bonnet served as General Manager for Roche France.	France
Osamu Nagayama		67	Mr. Nagayama has served as Chairman of the Board of Directors, President and Chief Executive Officer of Chugai Pharmaceutical Co., Ltd. since 2012. He is also a member of the Roche Enlarged Corporate Executive Committee. Since June 2010 he has been a Board member of Sony Corporation. Since September 1998 he has been a Board member of Nippon Research Center.	Japan
Dr. Stephan Feldhaus		52	Dr. Feldhaus serves as Head of Group Communications and as a member of the Roche Enlarged Corporate Executive Committee. He previously served as Head of Communications for the Healthcare Sector of Siemens AG from 2006 until 2010.	Germany
Vera Michalski-Hoffmann†		59	Ms. Michalski-Hoffmann is Head of Libella SA, a publishing group.	Switzerland
Anne-Marie (Maja) Hoffmann†		58	Ms. Hoffmann is President of the Board of Foundation, LUMA Foundation.	Switzerland
Sabine Duschmalé-Oeri†		64	Ms. Duschmalé-Oeri engages in volunteer work and is involved in a number of cultural and social foundations.	Switzerland
Catherine Oeri Kessler†		62	Ms. Oeri is therapist. She is also Chairman of Foundation Board of Stiftung Wolf. She is also a Member of the Board of the Basel Zoo.	Switzerland
Dr. Jörg Duschmalé†		30	Mr. Duschmalé is a Doctor in Chemistry, currently pursuing postgraduate education.	Switzerland
Lukas Duschmalé†		29	Mr. Duschmalé is currently a full-time student.	Switzerland

S-3

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Parent are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to a position with Parent. The business address of each director and executive officer of Parent is 1 DNA, MS #24, South San Francisco, CA 94080. Directors are identified by an asterisk.


Name	Age		Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Dr. Severin Schwan*		46	Dr. Schwan serves as Chief Executive Officer of the Roche Group since 2008.	Austria
Dr. Alan Hippe*		47	Dr. Hippe has served as Chief Financial and IT Officer since 2011, and is a member of the Corporate Executive Committee. He was CFO of ThyssenKrupp AG from 2009 until March 2011.	Germany
Roger Brown*		52	Mr. Brown serves as a Director of Roche Holdings, Inc. He also serves as Vice President, Tax and Assistant Secretary of Roche Holdings, Inc. He also serves as Senior Director of Tax for Genentech, Inc.	USA
Frederick C. Kentz III*		62	Mr. Kentz serves as a Director, Vice President, Secretary and General Counsel of Roche Holdings, Inc. He also serves as Senior Vice President, a member of the Executive Committee, Secretary, Chief Compliance Officer and Head of Legal Affairs, North America for Genentech, Inc.	USA
David P. McDede*		57	Mr. McDede serves as a Director of Roche Holdings, Inc. He also serves as Vice President and Treasurer of Hoffman La-Roche Inc.	USA
Bruce Resnick*		51	Mr. Resnick serves as Director of Roche Holdings, Inc. He also serves as Vice President, Treasurer, Assistant Secretary and Senior Tax Counsel for Roche Holdings, Inc.	USA

S-4

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to a position with us. The business address of each director and executive officer of Purchaser is 1 DNA, MS #24, South San Francisco, CA 94080. Directors are identified by an asterisk.


Name	Age	Current Principal Occupation or Employment and Five-Year Employment History	Country of Citizenship
Ian Clark*	54	Mr. Clark serves as Chief Executive Officer, Genentech Inc., and head of North American Commercial Operations. He also leads the Genentech Executive Committee and is a member of the Genentech Board of Directors.	USA
Bruce Resnick*	51	Mr. Resnick serves as a Director of Roche Holdings, Inc. He also serves as Vice President, Treasurer, Assistant Secretary and Senior Tax Counsel for Roche Holdings, Inc.	USA
David P. McDede*	57	Mr. McDede serves as a Director of Roche Holdings, Inc. He also serves as Vice President and Treasurer of Hoffman La-Roche Inc.	USA
Frederick C. Kentz III*	62	Mr. Kentz serves as a Director, Vice President, Secretary and General Counsel of Roche Holdings, Inc. He also serves as Senior Vice President, member of the Executive Committee, Secretary, Chief Compliance Officer and Head of Legal Affairs, North America for Genentech, Inc.	USA
Roger Brown*	52	Mr. Brown serves as a Director of Roche Holdings, Inc. He also serves as Vice President, Tax and Assistant Secretary of Roche Holdings, Inc. He also serves as Senior Director of Tax for Genentech, Inc.	USA
Dr. Gottlieb A. Keller*	60	Dr. Keller has served as General Counsel since 2008. He also serves as a member of the Corporate Executive Committee.	Switzerland

S-5

Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for Shares and any other required documents should be sent to the Depositary at one of the addresses set forth below:

The Depositary for the Offer is:

LOGO

Citibank, N.A.

By Mail:

Citibank, N.A.

P.O. Box 8926

Boston, MA 02266-8926

Ref: InterMune, Inc.

By Hand or Overnight Mail:

Citibank, N.A.

30 Dan Road

Canton, MA 02021

Ref: InterMune, Inc.

If you have questions or need additional copies of this Offer to Purchase and the Letter of Transmittal, you can call the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue New York, New York 10016

If you are located outside the U.S. or Canada, you can call collect:

(212) 929-5500

If you are located in the U.S. or Canada, you can call toll-free:

(800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

to Tender Shares of Common Stock

InterMune, Inc.

$74.00 Net per Share

Pursuant to the Offer to Purchase

Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Depositary for the Offer is:

LOGO

CITIBANK, N.A.

By Mail:

By Hand or Overnight Courier:

Citibank, N.A.

P.O. Box 8926

Boston, MA 02266-8926

Ref: InterMune, Inc.

Citibank, N.A.

30 Dan Road

Canton, MA 02021

Ref: InterMune, Inc.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.


DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Share Certificate(s))	Shares Tendered (Attached additional signed list, if necessary)
	Share Certificate Number(s)(1)	Total Number of Shares Represented by Share Certification(s)	Total Number of Shares Represented by Book entry (Electronic Form) Tendered	Total Number of Shares Tendered(1)





	Total Shares
(1) Unless a lower number of Shares to be tendered is otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL MAY BE MADE TO OR OBTAINED FROM THE INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBER SET FORTH BELOW.

If the certificate(s) representing Shares (as defined below) to be tendered have been mutilated, lost, stolen or destroyed, stockholders should contact InterMune’s transfer agent, Computershare Trust Company, N.A., immediately by calling (888) 422-9881 (toll-free). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing such certificate(s) have been followed. You may be required to post a bond to secure against the risk that the Share certificate(s) may be subsequently recirculated. See Instruction 9.

You must sign this Letter of Transmittal in the appropriate space provided below, with signature guarantee if required, and complete the enclosed W-9 or provide the appropriate IRS form.

The Offer (as defined below) is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

This Letter of Transmittal is to be used by stockholders of InterMune, Inc. (i) if certificates are to be forwarded herewith, (ii) uncertificated Shares are being tendered, or (iii) unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

Holders of outstanding Shares, whose certificates for such Shares are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary at or prior to the Expiration Time (as defined below) or who cannot complete the procedure for book-entry transfer at or prior to the Expiration Time, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:


Name of Tendering Institution



Account Number



Transaction Code Number

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:


Name(s) of Tendering Stockholder(s)



Date of Execution of Notice of Guaranteed Delivery , 20



Name of Institution which Guaranteed Delivery



If delivery is by book-entry transfer:



Name of Tendering Institution



Account Number



Transaction Code Number

Ladies and Gentlemen:

The undersigned hereby tenders to Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation, the above-described shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”), pursuant to Purchaser’s offer to purchase all outstanding Shares at $74.00 per Share, in cash, without interest, subject to any required withholding of taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 29, 2014 (together with any amendments or supplements thereto, the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer expires at 12:00 Midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless extended by Purchaser as described in the Offer to Purchase (as it may be extended, the “Expiration Time”). To the extent permitted under the Merger Agreement (as defined below), Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment for the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby and appoints Citibank, N.A. as the depositary for the Offer (the “Depositary”) and the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by the “Book-Entry Transfer Facility,” together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares for transfer on the books of InterMune and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer.

The undersigned hereby irrevocably appoints Frederick C. Kentz III, Bruce Resnick and David McDede, in their respective capacities as officers of Purchaser, and each of them, the attorneys and proxies of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, with respect to all of the Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of any vote or other action, at any meeting of stockholders of InterMune (whether annual or special and whether or not an adjourned meeting), by written consent or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke any other proxy or written consent granted by the undersigned at any time with respect to such Shares, and no subsequent proxies will be given or written consents will be executed by the undersigned (and if given or executed, will not be deemed to be effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares, including voting at any meeting of InterMune’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herein and that when the same are accepted for payment by Purchaser, Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute an agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Agreement and Plan of Merger dated as of August 22, 2014 among Roche Holdings, Inc., Purchaser and InterMune (the “Merger Agreement”) pursuant to which the Offer is being made, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of any Shares purchased, and return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of any Shares purchased and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the purchase price of any Shares purchased and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated. The undersigned recognizes that Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 6, 7 and 8)
To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) is to be issued in the name of someone other than the undersigned. Issue to:
Name
		(Please Print)

Address


(Zip Code)


Taxpayer Identification Number


SPECIAL DELIVERY INSTRUCTIONS (See Instructions 6, 7 and 8)
To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). Mail to:

Name
		(Please Print)

Address


( Zip Code)


	SIGN HERE
	(Please complete enclosed Form W-9)
g	(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)	f





	Signature(s) of Stockholder(s)

	Dated , 20

	Name(s)
	(Please Print)

	Capacity (full title)

	Address
	(Zip Code)

	Area Code and Telephone Number

	Guarantee of Signature(s) (If required; see Instructions 1 and 5) (For use by Eligible Institutions only. Place medallion guarantee in space below)

	Name of Firm

	Address


	(Zip Code)

	Authorized Signature

	Name
	(Please Print)

	Area Code and Telephone Number

	Dated , 20

Print or type

See Specific Instructions on page 2.

Form W-9

(Rev. August 2013)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the requester. Do not
send to the IRS.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for
federal tax classification:

^¨

Individual/

sole proprietor

^¨

C Corporation

^¨

S Corporation

^¨

Partnership

^¨

Trust/estate

Exemptions (see
Instructions):

Exempt payee code
(if any)

Exemption from
FATCA reporting
code (if any)

^¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

^¨ Other (see Instructions) u

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. citizen or other U.S. person (defined below), and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions on page 3.


Sign Here		Signature of U.S. person u		Date u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.


		Cat. No. 10231X		Form W-9 (Rev. 8-2013)

Form W-9 (Rev. 8-2013)

Page 2

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

— In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity,

— In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and

— In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II Instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships on page 1.

What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required U.S. federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Form W-9 (Rev. 8-2013)

Page 3

Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following codes identify payees that are exempt from backup withholding:

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

²	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 8-2013)

Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account ¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor ²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee ¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner ¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner ³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity ⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
For this type of account:			Give name and EIN of:
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares; trustees, executors, administrators, guardians, attorney-in-fact, officers of a corporation or other persons acting in a fiduciary or representative capacity see Instruction 5) tendered herewith and such holder(s) have not completed the box entitled “Special Payment Instructions” on this Letter of Transmittal or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees (or a manually signed facsimile thereof or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Time.

Stockholders whose certificates for Shares are not immediately available or stockholders who cannot deliver their certificates and all other required documents to the Depositary or who cannot comply with the procedures for book-entry transfer by the Expiration Time may tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Under the guaranteed delivery procedure:

(i) such tender must be made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser with the Offer to Purchase must be received by the Depositary by the Expiration Time; and

(iii) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal with any required signature guarantee (or a manually signed facsimile thereof or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of Shares, this Letter of Transmittal and all other required documents is at the election and sole risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional shares will be purchased. By executing this Letter of Transmittal (or a manually signed facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all of the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not accepted for payment are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted, or in lieu of evidence, a Guarantee of Signature (see Instruction 1).

6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not accepted for payment are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Shares to Purchaser pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Payment and Delivery Instructions. If the check for the purchase price of any Shares purchased is to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if the check is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

8. Backup Withholding. Under the U.S. federal income tax laws, unless certain certification requirements are met, the Depositary generally will be required to withhold at the applicable backup withholding rate (currently 28%) from any payments made to a stockholder pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder, and, if applicable, each other payee, must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the Form W-9 set forth above. In general, if a stockholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the stockholder or payee does not provide the Depositary with its correct taxpayer identification number, the stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain stockholders or payees (including, generally, domestic corporations and foreign stockholders) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign stockholder is exempt, such stockholder or payee must submit to the Depositary a properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that stockholder’s foreign status. Such Form W-8 can be obtained from the Depositary or the Internal Revenue Service (www.irs.gov/formspubs/index.html). The instructions to the enclosed IRS Form W-9 contain further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Form W-9 if Shares are held in more than one name).

Failure to provide a Form W-9 or the appropriate Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Failure to complete and provide a Form W-9 or the appropriate Form W-8 may result in backup withholding of 28% of any payments made to you pursuant to the Offer.

9. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate(s) representing Shares to be tendered have been mutilated, lost, stolen or destroyed, stockholders should contact InterMune’s transfer agent, Computershare Trust Company, N.A., immediately by calling (888) 422-9881 (toll-free). With respect to Shares represented by certificates, the stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen certificate(s) have been followed.

10. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent at its address or telephone numbers set forth below.

11. Waiver of Conditions. Subject to applicable law, Purchaser reserves the right to waive any of the specified conditions of the Offer in the case of any Shares tendered, subject in certain cases to the prior written consent of InterMune.

12. Irregularities. All questions as to Offer Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser in its sole discretion, which determines shall be final and binding on you. Purchaser reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payments for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares by any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Purchaser. None of InterMune, Purchaser, Parent, the Depositary, the Dealer Manager (as defined in the Offer to Purchase), the Information Agent (as defined in the Offer to Purchaser) or any other person will be under any duty to give notification of any defects of irregularities in tenders or incur any liability or failure to give any such notifications.

IMPORTANT: This Letter of Transmittal (or a manually signed facsimile thereof) together with any signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary on or prior to the Expiration Time and either certificates for tendered Shares must be received by the Depositary or Shares must be delivered pursuant to the procedures for book-entry transfer, in each case on or prior to the Expiration Time, or the tendering stockholder must comply with the procedures for guaranteed delivery.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

If you are located outside the U.S. or Canada, you can call collect:

(212) 929-5500

If you are located in the U.S. or Canada, you can call toll-free:

(800) 322-2885

E-mail: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

to Tender Shares of Common Stock

InterMune, Inc.

$74.00 Net per Share

Pursuant to the Offer to Purchase

Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”) and any other documents required by the Letter of Transmittal (as defined below) cannot be delivered to Citibank, N.A., the depositary for the Offer (the “Depositary”), or the procedure for delivery by book-entry transfer cannot be completed, in each case prior to the expiration of the Offer. Such form may be delivered by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

The Depositary for the Offer is:

LOGO

CITIBANK, N.A.

By Mail:

By Hand or Overnight Courier:

Citibank, N.A.

P.O. Box 8926

Boston, MA 02266-8926

Ref: InterMune, Inc.

Citibank, N.A.

30 Dan Road

Canton, MA 02021

Ref: InterMune, Inc.

By Facsimile Transmission:

(For Eligible Institutions Only)

(781) 930-4942

Confirm Facsimile Transmission:

(By Telephone Only)

(781) 930-4925

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Do not send share certificates with this notice. Share certificates should be sent with your Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Klee Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 29, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, shares of common stock, par value $0.001 per share, of InterMune, Inc., a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.


Certificate Numbers (if available)		SIGN HERE


		Signature(s)


		(Name(s)) (Please Print)


		(Addresses)
If delivery will be by book-entry transfer: Name of Tendering Institution
		(Zip Code)




Account Number		(Area Code and Telephone Number)

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a financial institution that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) the delivery to the Depositary of the certificates for all such tendered Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) in the case of a book-entry delivery), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and with any required signature guarantee (or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery) and any other required documents, all within three NASDAQ Global Select Market trading days of the date hereof.




		(Name of Firm)


		(Address)


		(Zip Code)


		(Authorized Signature)


		(Name) (Please Print)


		(Area Code and Telephone Number)

Dated:

DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.

CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(iv)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

InterMune, Inc.

$74.00 Net per Share

Pursuant to the Offer to Purchase Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

August 29, 2014

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Parent”), to act as the dealer manager (the “Dealer Manager”) in connection with Purchaser’s offer to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”), at a purchase price of $74.00 per Share (the “Offer Price”), net to the seller in cash, without interest, subject to any required withholding of taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 29, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

Enclosed herewith for your information and forwarding to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee are copies of the following documents:

The Offer to Purchase.

The related Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares.

Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents cannot be delivered to Citibank, N.A., the depositary for the Offer (the “Depositary”), or if the procedures for book-entry transfer cannot be completed, prior to the expiration of the Offer.

A letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

InterMune’s Solicitation/Recommendation Statement on Schedule 14D-9 dated August 29, 2014.

IRS Form W-9 and instructions providing information relating to federal income tax backup withholding.

A return envelope addressed to the Depositary.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 22, 2014 (the “Merger Agreement”), among InterMune, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after consummation of the Offer and subject to the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will merge with and into InterMune (the “Merger”), with InterMune continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than shares held by InterMune, any of its subsidiaries, Parent, Purchaser or any other subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will be converted into the right to receive the Offer Price in cash, without interest and less any required withholding taxes. No appraisal rights are available in connection with the Offer. However, pursuant to the DGCL, if the Merger is consummated, stockholders who do not tender their Shares in the Offer will have the right, by fully complying with the applicable provisions of Section 262 of the DGCL, to choose not to accept the consideration payable for their Shares pursuant to the Merger, and instead to demand an appraisal of their Shares by the Court of Chancery of the State of Delaware and receive a cash payment of the “fair value” of their Shares as of the effective time of the Merger as determined by the Court of Chancery of the State of Delaware. The “fair value” of such Shares as of the effective time of the Merger may be more than, less than, or equal to the Offer Price. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.

The Board of Directors of InterMune (the “InterMune Board”) has duly and unanimously (i) approved the Merger Agreement and declared the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement to be advisable and fair to, and in the best interests of, InterMune and its stockholders, (ii) resolved that the Merger shall be governed by and effected without a stockholders’ meeting pursuant to Section 251(h) of the DGCL and that such Merger shall be consummated as soon as practicable following the closing of the Offer and (iii) recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer. InterMune has been advised that all of its directors and executive officers intend to tender all of their transferrable Shares pursuant to the Offer.

The Offer is conditioned upon, among other things, (i) there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to the expiration of the Offer, a number of Shares (excluding Shares tendered pursuant to Notices of Guaranteed Delivery for which Shares have not been delivered) that represent at least a majority of the outstanding securities entitled generally to vote in the election of directors of InterMune, on a fully diluted basis, whether or not then vested and after giving effect to the exercise, conversion or exchange of any then outstanding options, stock units, warrants, rights or securities exercisable, convertible or exchangeable into such securities and (ii) the expiration or termination of the waiting period (and any extension thereof) or receipt of clearance under (A) the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and (B) any German and Austrian antitrust, competition and merger control laws applicable to the Offer and the Merger, in each case, without the imposition of, among other things, any requirement that Parent, Purchaser or any of their affiliates (x) divest or otherwise hold separate, or take any other action with respect to any of their or InterMune’s or any of their respective affiliates’ businesses, assets or properties if required in connection with the transactions contemplated by the Merger Agreement or (y) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity in connection with the transactions contemplated by the Merger Agreement. These and other conditions to the Offer are described in Sections 15 and 16 of the Offer to Purchase.

Purchaser will not pay any fees or commissions to any broker, dealer or any other person (other than to Mackenzie Partners, Inc. (the “Information Agent”) and the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their clients.

Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof), or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer of Shares, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the instructions contained in the Letter of Transmittal and the Offer to Purchase.

If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures described in Section 3 of the Offer to Purchase.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned or the Information Agent at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Citigroup Global Markets Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT OF PARENT, PURCHASER, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

Exhibit (a)(1)(v)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

InterMune, Inc.

$74.00 Net per Share

Pursuant to the Offer to Purchase Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated August 29 , 2014 (the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, collectively the “Offer”) in connection with the offer by Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”), for $74.00 per Share (the “Offer Price”), in cash, without interest, subject to any withholding of taxes required by applicable law and upon the terms and subject to the conditions set forth in the Offer. Also enclosed is InterMune’s Solicitation/Recommendation Statement on Schedule 14D-9.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us or our nominees as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us or our nominees for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us or our nominees for your account, upon the terms and subject to the conditions set forth in the Offer.

Your attention is directed to the following:

The Offer Price is $74.00 per Share, net to the seller in cash, without interest, subject to any required withholding of taxes and upon the terms and subject to the conditions set forth in the Offer.

The Offer is being made for all outstanding Shares.

Merger is consummated, stockholders who do not tender their Shares in the Offer will have the right, by fully complying with the applicable provisions of Section 262 of the DGCL, choose not to accept the consideration payable for their Shares pursuant to the Merger, and instead to demand an appraisal of their Shares by the Court of Chancery of the State of Delaware and receive a cash payment of the “fair value” of their Shares as of the effective time of the Merger as determined by the Court of Chancery of the State of Delaware. The “fair value” of such Shares as of the effective time of the Merger may be more than, less than, or equal to the Offer Price. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.

The Board of Directors of InterMune (the “InterMune Board”) has duly and unanimously (i) approved the Merger Agreement and declared the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement to be advisable and fair to, and in the best interests of, InterMune and its stockholders, (ii) resolved that the Merger shall be governed by and effected without a stockholders’ meeting pursuant to Section 251(h) of the DGCL and that such Merger shall be consummated as soon as practicable following the closing of the Offer and (iii) recommended that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer. InterMune has been advised that all of its directors and executive officers intend to tender all of their transferrable Shares pursuant to the Offer.

The Offer and withdrawal rights expire at 12:00 midnight, New York City time, at the end of Friday, September 26, 2014, unless the Offer is extended (as it may be extended, the “Expiration Time”).

The Offer is conditioned upon, among other things, (i) there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to the expiration of the Offer, a number of Shares (excluding Shares tendered pursuant to Notices of Guaranteed Delivery for which Shares have not been delivered) that represent at least a majority of the outstanding securities entitled generally to vote in the election of directors of InterMune, on a fully diluted basis, whether or not then vested and after giving effect to the exercise, conversion or exchange of any then outstanding options, stock units, warrants, rights or securities exercisable, convertible or exchangeable into such securities and (ii) the expiration or termination of the waiting period (and any extension thereof) or receipt of clearance under (A) the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and (B) any German and Austrian antitrust, competition and merger control laws applicable to the Offer and the Merger, in each case, without the imposition, among other things, of any requirement that Parent, Purchaser or any of their affiliates (x) divest or otherwise hold separate, or take any other action with respect to any of their or InterMune’s or any of their respective affiliates’ businesses, assets or properties if required in connection with the transactions contemplated by the Merger Agreement or (y) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity in connection with the transactions contemplated by the Merger Agreement. These and other conditions to the Offer are described in Sections 15 and 16 of the Offer to Purchase.

Any stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise set forth in Instruction 6 of the Letter of Transmittal. However, federal income tax backup withholding at a current rate of 28% may be required, unless the required taxpayer identification information is provided and certain certification requirements are met, or unless an exemption is established. See Instruction 8 of the Letter of Transmittal.

If you wish to have us or our nominees tender any or all of your Shares, please complete, sign, detach and return the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form. Your prompt action is requested. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Time.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by Citigroup Global Markets or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Instruction Form with Respect to

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

InterMune, Inc.

$74.00 Net Per Share

Pursuant to the Offer to Purchase Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated August 29, 2014 and the related Letter of Transmittal (collectively, as may be amended or supplemented from time to time, the “Offer”), in connection with the offer by Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”), at a purchase price of $74.00 per Share, net to the seller in cash, without interest, subject to any required withholding and upon the terms and subject to the conditions set forth in the Offer.

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or if no number is indicated below, all Shares) held by you or your nominees for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer furnished to the undersigned. The undersigned understands and acknowledges that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Shares made on my behalf will be determined by Purchaser in its sole discretion.

The method of delivery of this Instruction Form is at the election and risk of the tendering stockholder. This Instruction Form should be delivered to us in ample time to permit us to submit the tender on your behalf prior to the expiration of the Offer.


Number of Shares to be Tendered:		SIGN HERE

Shares*
		Signature(s)

Dated , 20
		Name(s) (Please Print)


		Address(es)


		(Zip Code)


		Area Code and Telephone Number


		Taxpayer Identification or Social Security Number

*	Unless otherwise indicated, it will be assumed that all Shares held for the undersigned’s account are to be tendered.

Exhibit (a)(1)(vi)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase dated August 29, 2014 and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

InterMune, Inc.

$74.00 Net per Share

Pursuant to the Offer to Purchase Dated August 29, 2014

Klee Acquisition Corporation

a wholly owned subsidiary of

Roche Holdings, Inc.

Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Parent”), is offering to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of InterMune, Inc., a Delaware corporation (“InterMune”), at a purchase price of $74.00 per Share, net to the seller in cash, without interest (the “Offer Price”), subject to any required withholding of taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 29, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”). Tendering stockholders whose Shares are registered in their names and who tender directly to Purchaser will not be charged brokerage fees or similar expenses on the sale of Shares for cash pursuant to the Offer. Tendering stockholders whose Shares are registered in the name of their broker, bank or other nominee should consult such nominee to determine if any fees may apply. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 22, 2014 (the “Merger Agreement”), among InterMune, Parent and Purchaser. Following the consummation of the Offer, and under the terms of the Merger Agreement as described in the Offer to Purchase, Purchaser intends to effect the Merger (defined below) as described below.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,

AT THE END OF THE DAY ON FRIDAY, SEPTEMBER 26, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Merger Agreement provides, among other things, that as soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will merge with and into InterMune (the “Merger”), with InterMune continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than any Shares owned by InterMune, its subsidiaries, Parent, Purchaser or any other subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will be converted into the right to receive the Offer Price, net to the seller in cash, without interest and less any required withholding taxes. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.

If the Offer is consummated, Purchaser does not anticipate seeking the approval of InterMune’s remaining public stockholders before effecting the Merger. The parties to the Merger Agreement have agreed that, subject

to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after the consummation of the Offer, without a meeting of InterMune stockholders, in accordance with Section 251(h) of the DGCL.

The Board of Directors of InterMune (the “InterMune Board”) has duly and unanimously (i) approved the Merger Agreement and declared the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement to be advisable and fair to, and in the best interests of, InterMune and its stockholders, (ii) resolved that the Merger contemplated by the Merger Agreement shall be governed by and effected without a stockholder meeting pursuant to Section 251(h) of the DGCL and that such Merger shall be consummated as soon as practicable following closing of the Offer and (iii) recommended that the holders of the Shares accept the Offer and tender their shares pursuant to the Offer. InterMune has been advised that all of its directors and executive officers intend to tender all of their transferrable Shares pursuant to the Offer.

On the date of the Offer to Purchase, InterMune will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the United States Securities and Exchange Commission (the “SEC”) and disseminate the Schedule 14D-9 to InterMune stockholders with the Offer to Purchase. The Schedule 14D-9 will include a more complete description of the InterMune Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby and therefore stockholders are encouraged to review the Schedule 14D-9 carefully and in its entirety.

The Offer is conditioned upon, among other things, (i) there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to the expiration of the Offer, a number of Shares (excluding Shares tendered pursuant to Notices of Guaranteed Delivery for which Shares have not been delivered) that represent at least a majority of the outstanding securities entitled generally to vote in the election of directors of InterMune, on a fully diluted basis, whether or not then vested and after giving effect to the exercise, conversion or exchange of any then outstanding options, rights and securities exercisable, convertible or exchangeable into such voting securities (the “Minimum Condition”) and (ii) the expiration or termination of the waiting period (and any extension thereof) or receipt of clearance under (A) the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and (B) any German and Austrian competition, merger control, trade regulation, antitrust or similar laws applicable to the Offer and the Merger, in either case, without the imposition of any requirement that Parent, Purchaser or any of their affiliates (x) divest or otherwise hold separate, or take any other action with respect to any of their or InterMune’s or any of their respective affiliates’ businesses, assets or properties if required in connection with the transactions contemplated by the Merger Agreement or (y) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity in connection with the transactions contemplated by the Merger Agreement (such requirements collectively, the “Regulatory Condition”).

To the extent permitted by law, Purchaser also reserves the right to waive any of the conditions to the Offer and to modify the terms of or conditions to the Offer, provided that InterMune’s consent is required for Purchaser to (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive, amend or modify the Minimum Condition or the condition requiring the Merger Agreement not to have been terminated in order to close the Offer, (iv) add to the conditions of the Offer or amend, modify or supplement any condition in any manner adverse to holders of Shares, (v) terminate, or extend or otherwise change the Expiration Time, except to the extent permitted or required by the Merger Agreement, (vi) change the form of consideration to be payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Upon the terms and subject to the conditions set forth in the Offer, Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn on or prior to 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014 (or, in the event the Offer is extended, the latest time and date at which the Offer, as so extended, will expire) (the “Expiration Time”).

Pursuant to the terms of the Merger Agreement, if at the scheduled expiration date of the Offer, including following a prior extension, any condition to the Offer (other than the Minimum Condition) has not been satisfied or waived, Purchaser will extend the Offer for one or more consecutive periods of not more than five business days until such time as such conditions shall have been satisfied or waived. In addition, Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff that is applicable to the Offer or for any period otherwise required by applicable law. If at any scheduled expiration date of the Offer the only condition to the Offer that has not been satisfied or waived is the Minimum Condition, then Purchaser may (and, if requested by InterMune, must) extend the Offer for one or more consecutive periods of not more than five business days (or for such longer period as may be agreed by InterMune) until such condition is satisfied. Purchaser has no obligation, however, to extend the Offer beyond October 21, 2014, but if on such date all conditions to the Offer have been satisfied or waived other than the Regulatory Condition or certain other conditions related to governmental challenges to the Offer or the Merger Agreement based on the antitrust laws of certain jurisdictions, either InterMune or Parent can cause the Offer to be extended until March 20, 2015 in accordance with the extension procedures described in this paragraph.

Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, but no later than 9:00 a.m., New York City time, on the next business day after the day of the previously scheduled Expiration Time.

In order to take advantage of the Offer, you must either (i) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, have your signature guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a manually signed facsimile copy) and any other required documents to Citibank, N.A., the depositary for the Offer (the “Depositary”), and either deliver the certificates for your Shares along with the Letter of Transmittal to the Depositary or tender your Shares pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee to tender your Shares. If you desire to tender your Shares, and certificates evidencing your Shares are not immediately available or you cannot deliver such certificates and all other required documents to the Depositary or you cannot comply with the procedures for book-entry transfer described in Section 3 of the Offer to Purchase, in each case prior to the Expiration Time, you may tender your Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment Shares tendered when, as and if Purchaser gives oral or written notice of Purchaser’s acceptance to the Depositary. Purchaser will pay for Shares accepted for payment pursuant to the Offer by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments and transmitting such payments to tendering stockholders. Under no circumstances will Purchaser pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making such payment.

Except as otherwise provided in the Offer to Purchase, tenders of Shares made in the Offer are irrevocable. You may withdraw some or all of the Shares that you have previously tendered in the Offer at any time prior to the Expiration Time and, if such Shares have not yet been accepted for payment as provided in the Offer to Purchase, any time after October 28, 2014, which is 60 days from the date of the commencement of the Offer. For your withdrawal to be effective, a written or facsimile transmission notice of withdrawal with respect to the applicable Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and, if different from that of the person who tendered such Shares, the name of the registered holder of the Shares. If the Shares to be withdrawn have been delivered to the Depositary (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)), a signed notice of withdrawal with signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the serial numbers shown on the specific certificates evidencing the Shares to be

withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be retendered at any time before the Expiration Time by again following the tender procedures described in the Offer to Purchase.

Subject to applicable law as applied by a court of competent jurisdiction, Purchaser will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and its determination will be final and binding.

The sale of Shares for cash pursuant to the Offer or pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. For a more detailed description of certain U.S. federal income tax consequences of the Offer and Merger, consult Section 5 of the Offer to Purchase. All stockholders should consult with their own tax advisors as to the particular tax consequences of tendering their Shares pursuant to the Offer, during a subsequent offering period or pursuant to the Merger.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 promulgated under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

InterMune has provided to Purchaser its list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase, the related Letter of Transmittal and other related materials will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees whose names appear on InterMune’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

Questions and requests for assistance and copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer materials may be directed to the Information Agent, at its address and telephone numbers set forth below and will be furnished promptly at Purchaser’s expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than to Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

If you are located outside the U.S. or Canada, you can call collect:

(212) 929-5500

If you are located in the U.S. or Canada, you can call toll-free:

(800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

August 29, 2014

Exhibit (a)(5)(xii)

FARUQI & FARUQI, LLP

David E. Bower SBN 119546

10866 Wilshire Boulevard, Suite 1470

Los Angeles, CA 90024

Telephone: 424-256-2884

Facsimile: 424-256-2885

Email. dbower@faruqilaw com

Attorneys for Plaintiff Kimberly Walters

SUPERIOR COURT OF CALIFORNIA

SAN MATEO COUNTY


KIMBERLY WALTERS, Individually and on Behalf of All Others Similarly Situated,		Case No. CLASS ACTION COMPLAINT FOR: (1) BREACH OF FIDUCIARY DUTY (2) AIDING AND ABETTING BREACH OF FIDUCIARY DUTY JURY DEMAND
Plaintiff,
v.
INTERMUNE, INC , DANIEL WELCH, LARS EKMAN, JEAN-JACQUES BIENAIME, LOUIS DRAPEAU, JAMES HEALY, DAVID KABAKOFF, ANGUS RUSSELL, ROCHE HOLDINGS, INC., and KLEE ACQUISITION CORPORATION,
Defendants.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

Plaintiff Kimberly Walters (“Plaintiff”), by her attorneys, makes the following allegations based upon information and belief, except as to allegations specifically pertaining to herself and her counsel, which are based on personal knowledge.

SUMMARY

1 This is a class action brought by Plaintiff on behalf of herself and other public shareholders of InterMune, Inc. (“InterMune” or the “Company”) to enjoin the proposed acquisition via a tender offer of all of the outstanding shares of InterMune’s common stock by Roche Holdings, Inc. (“Roche”) through its wholly-owned subsidiary, Klee Acquisition Corporation (“Merger Sub” or collectively, “Roche”), as detailed herein (the “Proposed Transaction” or “Tender Offer”).

2. On August 24, 2014, InterMune and Roche issued a joint press release announcing that they had entered into a definitive Agreement and Plan of Merger, dated August 22, 2014 (“Merger Agreement”), under which Roche will acquire all of the outstanding shares of InterMune’s common stock at a price of $74.00 per share in an all-cash transaction valued at approximately $8.3 billion on a fully diluted basis. Roche agreed to commence a tender offer, no later than on August 29, 2014.

3. As described herein, the Proposed Transaction, which was unanimously approved by the Company’s Board of Directors (“Board” or “Individual Defendants”), is detrimental to Plaintiff and the other public shareholder of InterMune.

4. The consideration offered to InterMune shareholders is unfair and grossly inadequate because it does not reflect the intrinsic value of the Company’s common stock. Indeed, InterMune revenues and growth potential have been consistently improving quarter-by- quarter. On August 6, 2014, the Company announced its 11th consecutive quarter of revenue growth. Commenting on the Company’s success, President and CEO, Daniel Welch (“Welch”), stated that he was encouraged about the Company’s future growth prospects.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

5. Yet, if the Proposed Transaction closes, InterMune shareholders, such as Plaintiff, will be denied the growth opportunity the Company has been touting. As described further herein, the $74.00 offer price fails to adequately value the Company or compensate the Company’s shareholders.

6. The Individual Defendants have also exacerbated their breaches of fiduciary duty by agreeing to lock up the Proposed Transaction with preclusive deal protection devices that preclude other bidders from making successful competing offers for the Company. For example, pursuant to the Merger Agreement, the Board agreed to: (i) a “no-solicitation” provision prohibiting the Company from properly shopping itself; (ii) a three (3) business-day “matching rights” period during which Roche can fully evaluate and match any superior proposal received by the Company; and (iii) a termination fee of $266 million payable to Roche if the Company terminates the Merger Agreement to pursue another offer. In agreeing to these provisions, the Individual Defendants violated applicable laws by directly breaching and/or aiding and abetting the other Defendants’ breaches of their fiduciary duties of loyalty, good faith, due care, and candor.

7. As such, as described below, both the value to InterMune shareholders contemplated in the Proposed Transaction and the process by which Defendants seek to consummate the Proposed Transaction are fundamentally unfair to Plaintiff and the other public shareholders of the Company. The Individual Defendants’ conduct constitutes a breach of their fiduciary duties owed to InterMune’s shareholders, and a violation of applicable legal standards governing the Individual Defendants’ conduct.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

8 To remedy Defendants’ breaches of fiduciary duty and other misconduct, Plaintiff seeks, inter alia (i) injunctive relief preventing consummation of the Proposed Transaction; (ii) a directive to the members of the Board that they exercise their fiduciary duties to obtain a transaction which maximizes value for InterMune shareholders; and (iii) rescission of, to the extent already implemented, the Merger Agreement, or any of the terms thereof.

PARTIES

9. Plaintiff is, and was at all times relevant hereto, a shareholder of InterMune,

10. Defendant InterMune is a Delaware corporation, with its principal executive offices located at 3280 Bayshore Blvd, Brisbane, California, 94004. InterMune is a biotechnology company that focuses on the research, development, and commercialization of therapies for pulmonology and orphan fibrotic diseases in North America and Europe. InterMune’s common stock is traded on the NASDAQ GS under the symbol “ITMN”.

11. Defendant Welch has served as Chairman of the Board of Directors of the Company since May 2008. Welch has been a member of the Board of Directors since September 2003. Welch has also served as the Company’s CEO and President since September 2003.

12. Defendant Lars Ekman (“Ekman”) has served as the Lead Independent Director of the Company since May 2008 and has been a member of the Board since September 2006.

13. Defendant Jean-Jacques Bienaime (“Bienaime”) has served as an Independent Director of the Company since March 26, 2012.

14. Defendant Louis Drapeau (“Drapeau”) has, at all relevant times, served as an Independent Director of the Company and has been a member of the Board since September 2007.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

15 Defendant James Healy (“Healy”) has, at all relevant times, served as an Independent Director of the Company and has been a member of the Board since April 1999 Previously, Healy served as Chairman of the Board from October 1999 through January 2000.

16. Defendant David Kabakoff (“Kabakoff’) has served as an Independent Director of the Company since November 2005

17 Defendant Angus Russell (“Russell”) has, at all relevant times, served as an Independent Director of the Company and has been a member of the Board since October 2011

18 Defendants set forth in paragraphs 11 to 17 above are referred to herein as the “Board” or the “Individual Defendants.” By virtue of their positions as directors and/or officers of InterMune, the Individual Defendants are in a fiduciary relationship with the Plaintiff and other public shareholders of InterMune

19. Defendant Roche is a Delaware corporation with its principal executive offices located at 1 DNA Way, South San Francisco, CA 94080. Roche is a research-focused healthcare company with strengths in pharmaceuticals and diagnostics. The company discovers, develops, and provides diagnostic and therapeutic products and services that enable patients and healthcare professionals in the detection, prevention, diagnosis, treatment, and treatment monitoring of diseases. The company provides pharmaceutical products for various therapeutic areas comprising oncology, virology, inflammation, metabolic disorders, and central nervous system. Roche common stock is traded on the OTC Markets under the symbol “RHHBY”.

20. Defendant Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Defendant Roche. Upon completion of the Proposed Transaction, Merger Sub will merge with and into InterMune and cease its separate corporate existence

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

21. Collectively, InterMune, the Individual Defendants, Roche and Merger Sub are referred to herein as “Defendants.”

JURISDICTION AND VENUE

22. This Court has jurisdiction over the causes of action asserted herein pursuant to the California Constitution, Article VI, §10, because this case is a cause not given by statute to other trial courts.

23. This Court has jurisdiction-over InterMune, Roche, Merger Sub and the Individual Defendants as the Companies conduct business in California, and the Individual Defendants attend meetings in this state. InterMune, Roche and Merger Sub all have their principal executive offices located in California. This action is not removable.

24. Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

25. By reason of Individual Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with Plaintiff and the other public shareholders of InterMune and owe them, as well as the Company, the duties of loyalty, good faith, fair dealing, due care, as well as a duty to maximize shareholder value.

26. By virtue of their positions as directors and/or officers of InterMune, the Individual Defendants, at all relevant times, had the power to control and influence, and did control and influence and cause InterMune to engage in the practices complained of herein.

27. Where the officers and/or directors of a publicly traded corporation undertake a transaction that will result in either: (i) a change in corporate control; (ii) a break up of the corporation’s assets; or (iii) sale of the corporation, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s stockholders, and

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

if such transaction will result in a change of corporate control, the stockholders are entitled to receive a significant premium. To diligently comply with their fiduciary duties, the directors and/or officers may not take any action that:

(a) adversely affects the value provided to the corporation’s stockholders;

(b) favors themselves or will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

(d) will otherwise adversely affect their duty to search for and secure the best value reasonably available under the circumstances for the corporation’s stockholders; and/or

(e) will provide the directors and/or officers with preferential treatment at the expense of, or separate from, the public stockholders.

28. In accordance with their duties of loyalty and good faith, the Individual Defendants, as directors and/or officers of InterMune, are obligated to refrain from:

(a) participating in any transaction where the directors or officers’ loyalties are divided;

(b) participating in any transaction where the directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public stockholders of the corporation; and/or

29. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction are knowingly or recklessly violating their fiduciary duties, including their duties of loyalty, good faith, candor and care owed to Plaintiff and other shareholders of InterMune

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

AIDING AND ABETTING

30. In addition to the wrongful conduct herein alleged as giving rise to primary liability, the Defendants further aided and abetted and/or assisted each other in breach of their respective duties.

31. During all relevant times, each of the Defendants initiated a course of conduct which was designed to permit Roche to buy the Company for an unfair price. In furtherance of this plan and course of conduct, each Defendant took the actions set forth herein.

32. Each of the Defendants aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions to substantially assist the commission of the wrongdoing complained of, each Defendant acted with knowledge of the primary wrongdoing, substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The Defendants’ acts of aiding and abetting included, inter alia, the acts each of them are alleged to have committed in furtherance of the common enterprise and common course of conduct complained of herein.

CLASS ACTION ALLEGATIONS

33. Plaintiff brings this action for herself and as a class action pursuant to California Code of Civil Procedure Section 382 on behalf of all holders of InterMune common stock who have been or will be harmed by the conduct described herein (the “Class”). Excluded from the Class are Defendants and any individual or entity affiliated with any Defendant.

34. This action is properly maintainable as a class action.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

35. The Class is so numerous that joinder of all members is impracticable. According to the Company’s U.S. Securities and Exchange Commission (“SEC”) filings, there were more than 108.3 million shares of InterMune common stock outstanding as of the close of business on August 19, 2014

36. Questions of law and fact are common to the Class, including, inter alia, the following:

(a) whether the Individual Defendants breached their fiduciary duties owed by them to Plaintiff and the others members of the Class;

(b) whether the Individual Defendants and Roche have pursued a course of conduct that does not maximize InterMune’s value in violation of the Individual Defendants’ fiduciary duties;

(d) whether the Class is entitled to injunctive relief or damages as a result of Defendants’ wrongful conduct.

37. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature;

38. Plaintiff’s claims are typical of those of the other members of the Class;

39. Plaintiff has no interests that are adverse to the Class;

40. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications for individual members of the Class and of establishing incompatible standards of conduct for Defendants.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

41 conflicting adjudications for individual members of the Class might as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests

42. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

43. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

FACTUAL ALLEGATIONS

Background to Merger and the Proposed Transaction

44. InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and orphan fibrotic diseases In pulmonology, the company is focused on therapies for the treatment of idiopathic pulmonary fibrosis (IPF), a progressive, irreversible, unpredictable and ultimately fatal lung disease InterMune’s research programs are focused on the discovery of targeted, small-molecule therapeutics and biomarkers to treat and monitor serious pulmonary and fibrotic diseases.

45. On August 24, 2014, InterMune and Roche issued a joint press release announcing the Proposed Transaction which stated, in relevant part

BASEL, 24 August 2014 - Roche (SIX. RO, ROG, OTCQX RHHBY) and InterMune, Inc. (NASDAQ: ITMN) today announced they have entered into a definitive merger agreement for Roche to fully acquire InterMune at a price of US$ 74.00 per share in an all-cash transaction. This corresponds to a total transaction value of US$ 8.3 billion on a fully diluted basis This offer represents a premium of 38% to InterMune’s closing price on 22 August 2014 and a premium of 63% to InterMune’s unaffected closing price on 12 August 2014. The merger agreement has been approved by the boards of InterMune and Roche

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

Under the terms of the merger agreement, Roche will commence a tender offer no later than 29 August 2014, to acquire all outstanding shares of InterMune common stock, and InterMune will file a recommendation statement containing the unanimous recommendation of the InterMune board that InterMune’s shareholders tender their shares to Roche. The transaction is expected to be neutral to core earnings per share in 2015 and accretive from 2016 onwards.

The acquisition of InterMune, a Brisbane, California based biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and fibrotic diseases, will allow Roche to broaden and strengthen its respiratory portfolio globally. InterMune’s lead medicine pirfenidone is approved for idiopathic pulmonary fibrosis (IPF) in the EU and Canada and under regulatory review in the United States IPF is a progressive, irreversible and ultimately fatal disease characterized by progressive loss of lung function due to fibrosis, or scarring, in the lungs. Roche markets Pulmozyme and Xolair in the US and has other novel therapeutic medicines targeting respiratory diseases in clinical development.

Commenting on the transaction, Severin Schwan, CEO of Roche, said, “We are very pleased that we reached this agreement with InterMune. Our offer provides significant value to InterMune’s shareholders and this acquisition will complement Roche’s strengths in pulmonary therapy. We look forward to welcoming InterMune employees into the Roche Group and to making a difference for patients with idiopathic pulmonary fibrosis, a devastating disease.”

Roche plans a smooth transition of InterMune employees and operations into the Roche organisation, ensuring readiness for an expected launch of pirfenidone in the US in 2014. Commenting on the transaction, InterMune’s Chairman, CEO and President, Dan Welch, said, “This merger recognizes the significant value created by our team’s commitment, hard work and execution for more than a decade to develop and commercialize treatment options for IPF patients and their families. Roche shares our passion and commitment to the IPF community and to ensuring that pirfenidone is available as quickly as possible to patients in the United States, pending FDA approval. Roche’s global resources and scale will not only facilitate and accelerate our ability to deliver pirfenidone to

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

more patients around the world, but also to realize our joint vision to bring additional innovative therapies to patients with respiratory diseases.”

Pirfenidone has been marketed by InterMune in the EU and Canada as Esbriet® since regulatory approval in 2011 and 2012 respectively. After previous regulatory review in the USA in 2010, the Food and Drug Administration (FDA) recommended an additional Phase 3 clinical trial to support the efficacy of pirfenidone. The results of this study, the ASCEND trial, were part of the new drug application (NDA) resubmission that InterMune made in May 2014. On 17 July 2014 pirfenidone received breakthrough therapy designation from the FDA. This designation is reserved for drugs that are intended to treat a serious or life- threatening disease or condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints. The target action date, also known as the PDUFA date, for the pirfenidone NDA is 23 November 2014.

In addition to pirfenidone, InterMune has research programmes exploring new targets and pathways that may ultimately lead to improved treatment options for people with IPF, and other fibrotic diseases.

Terms of the agreement

Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of InterMune’s common stock at a price of US$74.00 per share in cash. The closing of the tender offer will be subject to the tender of a number of shares that represents a majority of the total number of outstanding shares on a fully diluted basis. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Following completion of the tender offer, Roche will acquire all remaining shares at the same price of US$74.00 per share through a second step merger. The closing of the transaction is expected to take place in 2014.

Citi is acting as financial advisor to Roche and Davis Polk & Wardwell LLP is acting as legal counsel to Roche. Centerview Partners and Goldman Sachs are acting as financial advisors to InterMune and Cravath, Swaine & Moore LLP is acting as legal counsel to InterMune.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

46 The consideration offered to InterMune public shareholders in the Proposed Transaction is unfair and grossly inadequate because, among other things, the intrinsic value of InterMune common stock is materially in excess of the amount offered. The Proposed Transaction will deny Class members their right to share equitably in the true value of the Company. As a result, the Individual Defendants breached the fiduciary duties they owe to the Company’s public shareholders because those shareholders will not receive adequate or fair value for their Company common stock in the Proposed Transaction.

47 InterMune has reported steady growth over the last several quarters. On July 24, 2013, InterMune reported results for the second fiscal quarter of 2013 (“2Q 2013”), ending on June 30, 2013. The Company announced its 7th consecutive quarter of revenue growth, reporting revenues of $14.4 million for 2Q 2013, compared with $5.5 million in the same quarter of 2012, up 37% from $10.5 million in the previous quarter.

48. Commenting on these favorable financial results and the Company’s future growth opportunities, InterMune’s President and CEO, Defendant Welch stated:

We continue to successfully execute on our EU and Canadian growth strategy and are pleased to report the seventh consecutive quarter of revenue growth of Esbriet since its first launch in Germany in September 2011. Having recently secured attractive pricing and reimbursement in Italy, England and Ireland, Esbriet is now priced and reimbursed in 13 of our original 15 top-priority European countries, a solid achievement when considering the challenging economic conditions in the EU. … Regarding the U.S. market, we remain on track to report top-line results from the confirmatory Phase 3 ASCEND study of Esbriet in Q2 2014.

49. On October 30, 2013, InterMune reported results for the third fiscal quarter of 2013 (“3Q 2013”), ending on September 30, 2013. The Company announced its 8th consecutive quarter of revenue growth, reporting revenues of $19.7 million for 3Q 2013, compared with $7.5 million in the same quarter of 2012, up 37% from $14 4 million in the previous quarter

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

50 Commenting on these favorable financial results, Welch stated:

Notably, Esbriet revenue growth in the third quarter came from both new country launches and growth in countries where the product has been available. During the quarter we launched Esbriet in Italy and the UK, two of the five largest countries in Europe, as well as in Finland and Ireland. Esbriet revenue grew in the third quarter in countries where Esbriet had previously been launched, with Germany, France, the mid-sized European countries and Canada all reporting sequential double-digit growth. We are particularly pleased to report strong growth in Germany during the third quarter, where we see continued market penetration and improved persistence after two full years of marketing Esbriet in that country.

51. On January 9, 2014, InterMune reported results for the fourth fiscal quarter of 2014 (“4Q 2013”), ending on December 31, 2013. The Company announced its 9th consecutive quarter of revenue growth, reporting revenues of $25.6 million for 4Q 2013, compared with $8.2 million in the same quarter of 2012, up 30% from $19.7 million in the previous quarter.

52. Commenting on these favorable financial results, Welch stated:

2013 was a year of strong execution and growing momentum in every part of our business. Revenue from our Esbriet product, marketed in certain European countries and Canadafor the treatment of patients with idiopathic pulmonary fibrosis, or IPF, grew by 168 percent in 2013 to approximately $70.2 million, and we expect Esbriet revenue growth to continue in 2014 by 65-90 percent to $115-$135 million. We are proud to have reported four consecutive quarters of revenue growth during 2013 and nine consecutive quarters of growth since Esbriet was first launched. Our European operations are performing well and we expect cash flows from our European sales to fully support our European operations sometime in the latter half of 2014.

53. Further commenting on the growth prospects for the Company, Welch stated:

Today, we announced that we expect to communicate top-line results from the ASCEND study early in the second quarter of

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

2014, and to present the study results at the American Thoracic Society (ATS) conference in May 2014 As we closed out 2013, we announced our progress and planned investments in our growing R&D pipeline that build on our commercial momentum with Esbriet, leverage our expertise in IPF and fibrosis and move us toward realizing our strategic vision of becoming a leader in specialty fibrotic diseases.

54. On May 1, 2014, InterMune reported results for the first fiscal quarter of 2014 (“1Q 2014”), ending on March 31, 2014. The Company announced its 10th consecutive quarter of revenue growth, reporting revenues of $30 3 million for 1Q 2014, compared with $10 5 million in the same quarter of 2013, up 18% from $25.6 million in the previous quarter

55. Commenting on these favorable financial results and the Company’s growth prospects, Welch stated:

Our commercial momentum continues, with sequential quarterly revenue growth of 18 percent in the first quarter of 2014 – one of the few quarters in which Esbriet was not launched in a new country since the initial launch in September 2011 Based on our solid first quarter results, we today raised our 2014 revenue guidance to a range of $130-$140 million This represents potential growth of approximately 85 to 100 percent from Esbriet revenue of $70.3 million in 2013. With the April 1 approval of pricing and reimbursement in the Netherlands, Esbriet is now reimbursed and launched in 14 of our original 15 top-priority markets in Europe.”

56 Most recently, on August 6, 2014, InterMune reported results for the second fiscal quarter of 2014 (“2Q 2014”), ending on June 30, 2014. The Company announced its 11th consecutive quarter of revenue growth, reporting revenues of $35.7 million for 2Q 2014, compared with $14 4 million in the same quarter of 2013, up 18% from $30.3 million in the previous quarter.

57. Commenting on these favorable financial results, Welch stated:

We are pleased to report an exceptionally strong quarter with excellent progress demonstrated in all areas of our business. We

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

had a substantial presence at the International Conference of the American Thoracic Society, where the ASCEND Phase 3 results were presented and simultaneously published in the New England Journal of Medicine. We announced in early July that the pirfenidone NDA resubmission had been accepted by the FDA and assigned a target PDUFA date of November 23, 2014. On July 17 the FDA assigned Breakthrough Therapy Designation status for pirfenidone. We recently accelerated our preparations for the potential U.S. launch of pirfenidone to be prepared to launch in Q4 2014, versus our previous plan of Q1 2015. We achieved continued Esbriet revenue growth in Europe and Canada and made strong progress with our pirfenidone life cycle management programs and our anti-fibrotic research programs.

58. However, rather than permitting the Company’s shares to trade freely and allowing its public shareholders to reap the benefits of the Company’s increasingly positive long-term prospects, the Individual Defendants have acted for their personal benefit and the benefit of Roche and to the detriment of the Company’s shareholders, by entering into the Proposed Transaction for inadequate consideration.

59. The consideration offered to InterMune shareholders in the Proposed Transaction is grossly inadequate particularly given the Company’s prospects for future growth and earnings. Indeed, the Proposed Transaction places a cap on the Company’s value at a time when InterMune is poised for tremendous growth.

60. Additionally, the Merger consideration fails to adequately compensate InterMune shareholders for the significant synergies created by the Merger. Indeed, in the August 24, 2014 joint press release, Roche acknowledged that the acquisition will allow Roche to “broaden and strengthen its respiratory portfolio globally” and add the treatment of respiratory disorders to its existing portfolio. Indeed, Roche’s CEO, Severin Schwan, told CNBC that InterMune’s portfolio has “medical differentiation that fits very well with [Roche’s] pulmonary portfolio.”¹ Daniel

¹	http //fortune.com/2014/08/25/roche-paying-8-3-billion-for-intermune-and-its-breakthrough-respiratory-drugs/

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

O’Day, who runs Roche’s pharmaceutical business, explained that the key to Roche’s strategy in acquiring InterMune is Esbriet (pirfenidone), a first-in-class treatment for idiopathic pulmonary fibrosis, which will strengthen Roche’s portfolio on drugs for respiratory diseases.² Additionally, JMP Securities analyst Liisa Bayko reported that InterMune’s standout treatment, pirfenidone, is expected to launch this year in the Unites states and the potential approval of the drug will solve “significant unmet medical needs and could prove to be a billion-dollar treatment.”³

61. Having failed to maximize the sale price for the Company, members of the Board breached the fiduciary duties they owe to the Company’s public shareholders because the Company has been improperly valued and shareholders will not likely receive adequate or fair value for their InterMune common stock in the Proposed Transaction.

The Preclusive Deal Protection Devices

62. In addition to the inadequate consideration offered to InterMune shareholders, the entire process deployed by InterMune and Roche was also unfair and inadequate. Namely, as part of the Agreement, the Individual Defendants agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the Proposed Transaction a fait accompli and ensure that no competing offers will emerge for the Company.

63. For example, §5.03 of the Merger Agreement, entitled “No Solicitation,” contains a provision barring the Board and any Company representatives from attempting to procure a price in excess of the amount offered by Roche. It further demands that the Company terminate any and all prior or on-going discussions with other potential suitors.

64. Pursuant to §5.03(d) of the Merger Agreement, if the Company so much as receives an inquiry from an unsolicited bidder that may lead to a superior proposal, it must notify Roche within 24 hours of the identity of the bidder and the material terms of the proposal, prior to taking action pursuant to the competing proposal.

²	http //dealbook nytimes com/2014/08/24/roche-to-buy-drug-maker-intermune-for-8-3-billion/

³	http //fortune com/2014/08/25/roche-paying-8-3-billion-for-intermune-and-its-breakthrough-respiratory-drugs/

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

65. Further, pursuant to §5.03(f) of the Merger Agreement, if the Company receives an unsolicited offer that the Board determines constitutes a superior proposal, the Board must promptly provide written notice of the superior proposal, consisting of, among other information, the identity of the person making the proposal and the most current written draft agreement relating to the proposal, to Roche. The Board must also give Roche three (3) business days after the delivery of the prompt notice during which it must negotiate with Roche (should Roche desire to negotiate) so that Roche has the opportunity to adjust the terms and conditions of the Merger Agreement so that the competing proposal ceases to be a superior proposal. Accordingly, the Merger Agreement unfairly assures that any “auction” will favor Roche and piggy-back upon the due diligence of the foreclosed alternative bidder.

66. In addition, §8.01 of the Merger Agreement provides that InterMune must pay to Roche a termination fee of $266 million if the Company decides to pursue another offer (or if Roche terminates the Proposed Transaction), thereby essentially requiring that any alternate bidder agree to pay a naked premium for the right to provide the stockholders with a superior offer.

67. Ultimately, these preclusive deal protection devices restrain the Company’s ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the Company. The circumstances under which the Board may respond to an unsolicited alternative acquisition proposal that constitutes, or would reasonably be expected to constitute, a superior proposal are too narrowly circumscribed to provide an effective “fiduciary out” under the circumstances.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

68. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company shareholders will continue to suffer absent judicial intervention.

FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties against Individual Defendants

69 Plaintiff repeats and re-alleges each allegation set forth herein.

70. Defendants have violated fiduciary duties of care, loyalty and independence owed to public shareholders of InterMune and have acted to put their personal interests ahead of the interests of InterMune’s shareholders.

71. By the acts, transactions and courses of conduct alleged herein, Defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class of the true value of their investment in InterMune.

72. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, and independence owed to the shareholders of InterMune because, among other reasons, they failed to take steps to maximize the value of InterMune to its public shareholders, instead favoring their own, or their fellow directors’ or executive officers’ interests to secure all possible benefits with a friendly suitor, rather than protect the best interests of InterMune’s shareholders.

73. The Individual Defendants dominate and control the business and corporate affairs of InterMune, and are in possession of private corporate information concerning InterMune’s assets, business and future prospects. Thus, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of InterMune which makes it inherently unfair for them to benefit their own interests to the exclusion of maximizing shareholder value.

74. By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise due care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

75. As a result of the actions of defendants, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of InterMune’s assets and businesses and have been and will be prevented from obtaining a fair price for their common stock.

76. Unless Defendants are enjoined by the Court, they will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members of the Class.

77. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which Defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

On Behalf of Plaintiff and the Class Against

InterMune, Roche and Merger Sub for Aiding and Abetting the

Individual Defendants’ Breach of Fiduciary Duty

78. Plaintiff repeats and re-alleges each allegation set forth herein.

79. InterMune, Roche and Merger Sub have acted and are acting with knowledge of, or with reckless disregard to, the fact that the Individual Defendants are in breach of their fiduciary duties to InterMune’s public shareholders, and have participated in such breaches of fiduciary duties.

80. InterMune, Roche and Merger Sub knowingly aided and abetted the Individual Defendants’ wrongdoing alleged herein. In so doing, InterMune, Roche and Merger Sub rendered substantial assistance in order to effectuate the Individual Defendants’ plan to consummate the Proposed Transaction in breach of their fiduciary duties.

81. InterMune, Roche and Merger Sub have participated in the breach of the fiduciary duties by the Individual Defendants for the purpose of advancing their own interests. InterMune, Roche and Merger Sub obtained and will obtain both direct and indirect benefits from colluding in or aiding and abetting the Individual Defendants’ breaches InterMune, Roche and Merger Sub will benefit from the acquisition of the Company at an inadequate and unfair price if the Proposed Transaction is consummated

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

82. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which Defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows.

A Declaring this action to be a proper class action and certifying Plaintiff as Class representative and Plaintiff’s counsel as Class Counsel;

B Preliminarily and permanently enjoining Defendants from closing the Tender Offer and/or effectuating the Proposed Transaction;

C. Declaring that the Individual Defendants have breached their fiduciary duties to Plaintiff and the Class;

D. Directing the Individual Defendants to exercise their fiduciary duties to commence a sale process that is reasonably designed to secure the best possible consideration for InterMune and obtain a transaction which is in the best interests of InterMune shareholders,

E. Imposition of a constructive trust, in favor of Plaintiff and members of the Class, upon any benefits improperly received by Defendants as a result of their wrongful conduct;

F. Awarding reasonable fees, expenses and costs to Plaintiff and Plaintiff’s counsel, and

G. Granting such other and further relief as the Court deems just and proper.

JURY DEMAND

Plaintiff demands a trial by jury.

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

DATED: August 28, 2014


FARUQI & FARUQI, LLP

By:

David E. Bower

10866 Wilshire Boulevard, Suite 1470
Los Angeles, CA 90024
Telephone: 424-256-2884
Facsimile: 424-256-2885
Email: dbower@faruqilaw.com

FARUQI & FARUQI, LLP
Juan E. Monteverde
Innessa S. Melamed
369 Lexington Ave., Tenth Floor
New York, NY 10017
Telephone: (212) 983-9330
Facsimile: (212) 983-9331

Attorneys for Plaintiff Kimberly Walters

CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY

Exhibit (a)(5)(xiii)


Media Release

Basel, 29 August 2014

Roche commences tender offer for InterMune, Inc. for $74.00 per share in cash

Roche (SIX: RO, ROG; OTCQX: RHHBY) today announced that it has commenced a cash tender offer for all outstanding shares of common stock of InterMune, Inc. (NASDAQ: ITMN) at a price of $74.00 per share. The tender offer is being made pursuant to the previously announced merger agreement dated August 22, 2014 among Roche Holdings, Inc., Klee Acquisition Corporation, a wholly owned subsidiary of Roche Holdings, Inc., and InterMune, Inc.

The tender offer period will expire at 12:00 midnight (New York City time) at the end of the day on September 26, 2014, unless the offer is extended.

Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). Klee Acquisition Corporation is the acquirer in the tender offer. The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.

InterMune has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the InterMune board of directors that InterMune stockholders tender their shares in the tender offer.

Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second-step merger at the same $74.00 per share cash price. Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and there being validly tendered and not validly withdrawn a number of shares of InterMune common stock equal to a majority of the total outstanding shares of InterMune common stock on fully diluted basis. The offer is not subject to any financing condition.

The complete terms and conditions are set out in the Offer to Purchase, which was filed with the SEC today, August 29, 2014. InterMune stockholders may obtain copies of all of the offering documents, including the Offer to Purchase, free of charge at the SEC’s website (www.sec.gov) or by directing a request for the Solicitation/Recommendation Statement on Schedule 14D-9 to InterMune Investor Relations Department, 3280 Bayshore Boulevard, Brisbane, CA 94005, telephone number (415) 466-2228 or from InterMune’s website, http://investor.intermune.com or the Offer to Purchase and the other related materials to MacKenzie Partners, Inc., the Information Agent for the offer, at toll-free (800) 322-2885 (please call (212) 929-5500 (collect) if you are located outside the U.S. or Canada) or via email at tenderoffer@mackenziepartners.com.

About Roche

Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world’s largest biotech company, with truly differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and neuroscience. Roche is also the world leader in in vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management. Roche’s personalised healthcare strategy aims at providing medicines and diagnostics that enable tangible improvements in the health, quality of life and survival of patients. Founded in 1896, Roche has been making important contributions to global health for more than a century. Twenty-four medicines developed by Roche are included in the World Health Organisation Model Lists of Essential Medicines, among them life-saving antibiotics, antimalarials and chemotherapy.

F. Hoffmann-La Roche Ltd

4070 Basel

Switzerland

Group Communications

Roche Group Media Relations

Tel. +41 61 688 88 88

Fax +41 61 688 27 75

www.roche.com

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In 2013 the Roche Group employed over 85,000 people worldwide, invested 8.7 billion Swiss francs in R&D and posted sales of 46.8 billion Swiss francs. Genentech, in the United States, is a wholly owned member of the Roche Group. Roche is the majority shareholder in Chugai Pharmaceutical, Japan. For more information, please visit www.roche.com.

All trademarks used or mentioned in this release are protected by law.

About InterMune, Inc.

InterMune, Inc. is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and orphan fibrotic diseases. In pulmonology, the company is focused on therapies for the treatment of idiopathic pulmonary fibrosis (IPF), a progressive, irreversible, unpredictable and ultimately fatal lung disease. InterMune’s research programs are focused on the discovery of targeted, small-molecule therapeutics and biomarkers to treat and monitor serious pulmonary and fibrotic diseases. For additional information about InterMune and its R&D pipeline, please visit http://www.intermune.com/.

Forward-Looking Statements

SOME OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING THE EXPECTED CONSUMMATION OF THE ACQUISITION, WHICH INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE SATISFACTION OF CLOSING CONDITIONS FOR THE ACQUISITION, SUCH AS REGULATORY APPROVAL FOR THE TRANSACTION, THE TENDER OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF INTERMUNE, THE POSSIBILITY THAT THE TRANSACTION WILL NOT BE COMPLETED AND OTHER RISKS AND UNCERTAINTIES DISCUSSED IN INTERMUNE’S PUBLIC FILINGS WITH THE SEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), INCLUDING THE “RISK FACTORS” SECTIONS OF INTERMUNE’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013 AND SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, AS WELL AS THE TENDER OFFER DOCUMENTS TO BE FILED BY KLEE ACQUISITION CORPORATION AND THE SOLICITATION/RECOMMENDATION TO BE FILED BY INTERMUNE. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS, AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. THESE STATEMENTS ARE GENERALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS “BELIEVE”, “ANTICIPATE”, “EXPECT”, “INTEND”, “PLAN”, “WILL”, “MAY”, “SHOULD”, “ESTIMATE”, “PREDICT”, “POTENTIAL”, “CONTINUE” OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. IF UNDERLYING ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER MATERIALLY FROM THE RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. ROCHE AND INTERMUNE DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THE PERIOD COVERED BY THIS REPORT OR OTHERWISE.

Important Information for Investors and Security Holders

THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE EITHER AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMMON STOCK OF INTERMUNE OR ANY OTHER SECURITIES. ROCHE AND KLEE ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF ROCHE, HAVE FILED A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN OFFER TO PURCHASE, A LETTER

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OF TRANSMITTAL AND RELATED MATERIALS, WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), AND INTERMUNE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH THE SEC. THE OFFER TO PURCHASE SHARES OF INTERMUNE COMMON STOCK IS ONLY BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED MATERIALS FILED WITH THE SEC BY ROCHE AS A PART OF ITS SCHEDULE TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER, INCLUDING ITS TERMS AND CONDITIONS, AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN FREE COPIES OF THESE STATEMENTS AND OTHER MATERIALS FILED WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV, OR BY DIRECTING REQUESTS FOR THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 TO INTERMUNE INVESTOR RELATIONS DEPARTMENT, 3280 BAYSHORE BOULEVARD, BRISBANE, CA 94005, TELEPHONE NUMBER (415) 466-2228 OR FROM INTERMUNE’S WEBSITE, HTTP://INVESTOR.INTERMUNE.COM OR FOR THE OFFER TO PURCHASE ON SCHEDULE TO AND THE OTHER RELATED MATERIALS TO THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE OFFER, AT TOLL-FREE (800) 322-2885 (PLEASE CALL (212) 929-5500 (COLLECT) IF YOU ARE LOCATED OUTSIDE THE U.S. OR CANADA) OR VIA EMAIL AT TENDEROFFER@MACKENZIEPARTNERS.COM.

Roche Group Media Relations

Phone: +41 -61 688 8888 / e-mail: roche.mediarelations@roche.com

- Nicolas Dunant (Head)

- Ulrike Engels-Lange

- Štěpán Kráčala

- Claudia Schmitt

- Nina Schwab-Hautzinger

InterMune Media Relations

Phone: (415) 466-2228 / website: http://investor.intermune.com

InterMune Investor Relations Department, 3280 Bayshore Boulevard, Brisbane, CA 94005

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Exhibit (d)(2)

August 6, 2014

Roche Holdings, Inc.

1 DNA, MS #24

South San Francisco, CA 94080

CONFIDENTIAL

Ladies and Gentlemen:

We understand that Roche Holdings, Inc. (the “Recipient” or “you”) desires to engage in certain discussions with InterMune, Inc. (the “Company”) in connection with your or your affiliates’ consideration of a possible negotiated transaction (a “Transaction”) involving you and the Company. The Company is prepared to furnish you with certain confidential and proprietary information concerning the Company on the terms set forth herein.

As a condition to your being furnished information by or on behalf of the Company, you agree that you will, and you will direct your Representatives (as defined below) to, treat as confidential in accordance with this letter agreement any information (including, without limitation, oral, written and electronic information) concerning the Company or its affiliates that has been or may be furnished to you by or on behalf of the Company or any of its Representatives in connection with the Transaction, and all analyses, compilations, forecasts, studies, notes, other materials and portions thereof prepared by you or any of your Representatives, or otherwise on your behalf, that contain, reflect or are based, in whole or in part, on such information, including, without limitation, those stored in electronic format (herein collectively referred to as the “Evaluation Material”). The term “Evaluation Material” does not include information that (a) you can demonstrate is, at the time of disclosure, already in your possession; provided that such information is reasonably believed by you not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the Company, (b) is or becomes generally available to the public other than as a result of a disclosure by you or any of your Representatives, (c) becomes available to you on a non-confidential basis from a source other than the Company or its Representatives; provided that such source is reasonably believed by you not to be bound by an obligation of confidentiality (whether by agreement or otherwise) to the Company, or (d) you can demonstrate was independently developed by you without reference to, incorporation of, or other use of any Evaluation Material. As used in this letter agreement, the term “Representatives” shall mean (i) when used in relation to the Company, the Company’s affiliates and its and their respective directors, officers, employees, agents, advisors (including, without limitation, financial and legal advisors, consultants and accountants) and controlling persons and (ii) when used in relation to you, your affiliates and your and their respective partners, members, directors, officers, employees, agents, advisors (including, without limitation, financial and legal advisors, consultants and accountants) and controlling persons (which shall not extend higher than your ultimately controlling entity as described below). As used in this letter agreement, the term “person” shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. As used in this letter agreement, the term “affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended; provided that with respect to you, the ultimately controlling entity shall be Roche Holding Ltd, with a principal address in Basel, Switzerland, and that Chugai Pharmaceutical Co., Ltd., with a principal address at 1-1 Nihonbashi Muromachi 2-chome, Chuo-ku, Tokyo, 103-8324 (“Chugai”), shall not be considered your affiliate for the purposes of this letter agreement, unless you opt for such inclusion of Chugai by giving written notice to the Company.

In consideration of your being furnished such Evaluation Material, you agree to keep such Evaluation Material confidential in accordance with the terms of this letter agreement. You acknowledge and agree that the Evaluation Material will be used by you and your Representatives solely for the purpose of evaluating a Transaction, and that you will, and will direct your Representatives to, keep confidential all Evaluation Material and not disclose Evaluation Material to any other person except as required by law, regulation or legal or judicial process (and subject to compliance with the second succeeding paragraph), and except that you may disclose Evaluation Material to your Representatives who need to know such Evaluation Material for the purpose of evaluating a Transaction on your behalf if prior to providing such Representatives with such Evaluation Material you advise them of the confidential nature thereof and of the terms of this letter agreement, and such Representatives shall hold such Evaluation Material in accordance with the terms of this letter agreement and

otherwise to observe the terms of this letter agreement. You agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material and to prevent your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. You acknowledge and agree that you shall be liable for any breach of the terms of this letter agreement by your Representatives, as if you had committed such breach yourself, unless any such Representative has entered into a written confidentiality agreement directly with the Company, in which case you shall not have any liability in respect of any breach by such Representative of its agreement with the Company. You agree that neither you nor any of your Representatives will enter into any exclusivity agreement with any commercial bank or any affiliate of any commercial bank that limits, restricts, restrains or otherwise impairs the ability of such commercial bank or affiliates thereof to serve as a financing source to any other person considering a Transaction subject to the process contemplated by this letter agreement.

In addition, without the prior written consent of the other party (except as required by applicable law, regulation or legal or judicial process and subject to compliance with the immediately succeeding paragraph), neither party nor any of its Representatives may disclose to any person (except to the extent permitted by the immediately preceding paragraph) (a) that Evaluation Material has been requested by or furnished or made available to you or your Representatives, (b) the fact that this letter agreement exists, (c) that you or the Company is considering a Transaction, (d) that investigations, discussions or negotiations are taking place concerning a Transaction or (e) any of the terms, conditions or other facts or information with respect to a Transaction or any other potential transaction involving you and the Company, including, without limitation, the status or termination thereof, or any opinion or view on your part with respect to the Company or the Evaluation Material (collectively, “Transaction Information”).

In the event that you or your Representatives are required by applicable law, regulation or legal or judicial process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material or any information of the type described in the immediately preceding paragraph, you will provide the Company with prompt prior written notice of such requirement in order to enable the Company to seek an appropriate protective order or other remedy, and you will consult and cooperate with the Company to the extent permitted by law with respect to taking steps to resist or narrow the scope of such requirement or legal process. If a protective order or other remedy is not obtained, the terms of this letter agreement are not waived by the Company and disclosure of Evaluation Material is legally required, you or such of your Representatives will (a) disclose such information only to the extent required in the opinion of your counsel and (b) give advance notice to the Company of the information to be disclosed as far in advance as is practicable. In any such event, you and such of your Representatives will use reasonable efforts to ensure that all Evaluation Material and other information that is so disclosed will be accorded confidential treatment.

In the event that you determine not to proceed with a Transaction, you will promptly inform the Company of that decision and, at any time upon the request of the Company, in its sole discretion, you and your Representatives shall as promptly as reasonably practicable, at your sole option (which shall be promptly communicated in writing to the Company), destroy (to the extent reasonably practicable in the case of electronic files created during routine computer system back-up) (and shall certify such destruction in writing to the Company by one of your authorized officers supervising such destruction) or redeliver to the Company all written, electronic or other tangible Evaluation Material (whether prepared by the Company, its Representatives or otherwise on the Company’s behalf or by you, your Representatives or otherwise on your behalf) and will not retain any copies, summaries, analyses, compilations, reports, extracts or other reproductions, in whole or in part, of such written, electronic or other tangible material or any other materials in written, electronic or other tangible format based on, reflecting or containing Evaluation Material, in your possession or in the possession of any of your Representatives or under your or their custody. Notwithstanding such return, destruction, deletion or erasure, all oral Evaluation Materials and the information embodied in all Evaluation Materials will continue to be held confidential pursuant to the terms of this letter agreement. Notwithstanding the foregoing, (a) your Representatives that are accounting firms may retain solely for compliance purposes copies of the Evaluation

Material in accordance with policies and procedures implemented by such persons in order to comply with law, regulation or professional standards and (b) you may retain in your confidential legal files, and your counsel may retain, one copy of the Evaluation Material for purposes of determining your ongoing compliance with the terms of this letter agreement; provided, however, that any Evaluation Material so retained will continue to be held confidential pursuant to the terms of this letter agreement.

You acknowledge that with respect to the potential Transaction, the Company’s financial advisors are Centerview Partners LLC and Goldman, Sachs & Co. and the Company’s outside legal counsel are Cravath, Swaine & Moore LLP and Latham & Watkins LLP. You agree that Centerview Partners LLC and Goldman, Sachs & Co. have responsibility for arranging appropriate contacts for due diligence and other purposes. Unless otherwise expressly agreed to in writing by the Company, all communications regarding a Transaction, requests for information concerning the Company or its affiliates or a Transaction, requests for consents under this letter agreement and questions regarding procedures in connection with a Transaction will be submitted or directed exclusively to the representatives of Centerview Partners LLC and Goldman, Sachs & Co. specifically identified to you as contacts with respect to this matter.

You agree that none of the Company, its Representatives or any other person makes any representations or warranties, express or implied, with respect to the accuracy or completeness of the Evaluation Material, including, without limitation, any forecasts, projections or other forward-looking information included therein, and that none of the Company, its Representatives or any other person shall assume any responsibility or have any liability to you or any of your Representatives resulting from the selection or use of the Evaluation Material by you or your Representatives. You acknowledge that you are not entitled to rely on the accuracy or completeness of any Evaluation Material and that only such express representations and warranties regarding Evaluation Material as may be made to you in a definitive written agreement relating to a Transaction, if any, shall have any legal effect, subject to the terms and conditions of such agreement.

Each party acknowledges and agrees that no contract or agreement providing for a Transaction shall be deemed to exist, directly or indirectly, between you and the Company or its affiliates unless and until a definitive written agreement with respect to a Transaction has been executed and delivered by both the Company and you. Each party also agrees that unless and until a definitive written agreement with respect to a Transaction has been executed and delivered by the Company and you, neither you nor the Company, nor any affiliate of the Company or you, will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement (except for the matters specifically provided herein) or otherwise or by virtue of any written or oral expression with respect to such a Transaction by any of your Representatives or the Representatives of the Company. Nothing contained in this letter agreement nor the furnishing of any Evaluation Material hereunder shall be construed as granting or conferring to you any rights, by license or otherwise, in any intellectual property of the Company. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or your Representatives with respect to a Transaction, to terminate discussions and negotiations with you at any time and to conduct any process for a Transaction as it shall, in its sole discretion, determine (including, without limitation, negotiating with any other interested party and entering into a definitive agreement without prior notice to you or any other person).

You acknowledge that the Evaluation Material is being furnished to you in consideration of your agreement, and you hereby agree, that, for a period beginning on the date hereof and ending on the earlier of (i) the date that is nine months from the date hereof and (ii) the date that the Company publicly discloses that it has entered into a definitive acquisition agreement with a third party providing for the acquisition (by way of merger, tender offer or otherwise) of all or substantially all of the shares of common stock or assets of the Company (the “Restricted Period”), unless you shall have been specifically invited in writing by the Company, none of you, Roche Holding Ltd or any of the controlled affiliates of Roche Holding Ltd will in any manner, directly or indirectly, (a) acquire, offer to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise, any securities, or direct or indirect rights to acquire any securities, of the Company or any subsidiary of the Company or of any successor to the Company, or any cash settled call options or other derivative securities or contracts or instruments primarily related to the price of shares of common stock of the Company, or all or substantially all of

the assets or property of the Company or any subsidiary of the Company or of any such successor; (b) make or in any way participate in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to voting of, any voting securities of the Company or any of its subsidiaries, or call or seek to call a meeting of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election to or to place a representative on the board of directors of the Company or seek the removal of any director from the board of directors of the Company; (c) make any public announcement with respect to, or solicit or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase of all or substantially all of the assets and properties of or other similar extraordinary transaction involving the Company or any of its securities or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person (other than your Representatives) regarding any of the foregoing; (d) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any securities of the Company or otherwise in connection with any of the foregoing; (e) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company or any of its subsidiaries; (f) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing; (g) advise, assist, encourage or direct any person to do, or to advise, assist, encourage or direct any other person to do, any of the foregoing; (h) take any action (including requesting the Company or any of the Representatives of the Company, directly or indirectly, to amend or waive any provision of this paragraph) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a Transaction or any of the events described in this paragraph; or (i) to contest the validity of this letter agreement or seek a release of the restrictions contained herein (whether by legal action or otherwise) in a manner that would make public this letter agreement, any of the restrictions or other terms contained herein, a possibility of a Transaction or any of the events described in this paragraph. Notwithstanding the limitations set forth in this paragraph, the Company agrees that you shall not be prohibited from initiating private discussion with, and submitting confidential private proposals to, the Company management or its Representatives; provided that any such proposal (x) shall not require public disclosure and (y) shall not in any event be disclosed publicly or to any third party by you or your Representatives.

Notwithstanding anything to the contrary in this letter agreement, following the expiration of the Restricted Period nothing in this letter agreement shall restrict your use or, to the extent required by law or regulation, your disclosure of Evaluation Material or Transaction Information in connection with any of the actions described in the immediately preceding paragraph. Furthermore, the Recipient and its affiliates shall not be deemed to be in breach of the limitations provided in the immediately preceding paragraph with respect to any beneficial ownership of the Company’s securities that are acquired by the Recipient or its affiliates solely as a result of passive investments by the Recipient, its affiliates or a pension or employee benefit plan or trust for the Recipient’s or its affiliates’ present or former employees; provided that such beneficial ownership does not result in an obligation by the Recipient or its affiliates to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended.

The Company agrees that, in the event the Company enters into an agreement similar to this letter agreement with a third party in connection with such third party exploring a potential Acquisition Proposal (a “Third Party Agreement”) that contains a standstill provision with a duration that is less than nine months or termination events that are less favorable to the Company than the termination events set forth in the tenth paragraph of this letter agreement, then the duration of the standstill provision or the termination events contained in the tenth paragraph of this letter agreement, as applicable, shall be automatically amended to be the same as those contained in such Third Party Agreement, and the Company shall notify you as promptly as reasonably practicable of such amended terms (without any obligation to disclose to you anything else about such agreement or third party). For purposes of this letter agreement, “Acquisition Proposal” means a proposal to acquire more than 50% of the outstanding voting securities of the Company or assets of the Company and its subsidiaries representing more than 50% of the consolidated earning power of the Company and its subsidiaries.

Nothing herein will prohibit you and your affiliates from initiating, discussing, pursuing, entering into, maintaining or taking any actions with respect to existing or future commercial agreements with the Company or any other party (including without limitation licensing, partnering or similar cooperation agreements), in each case in the ordinary course of your business.

For a period of one year from the date hereof, you will not, nor will you permit your affiliates to, directly or indirectly, solicit for employment or hire any officer or employee of the Company or any of its affiliates with whom you have had discussions with, or obtained access to information with respect to, in your consideration of a Transaction; provided that the foregoing shall not preclude you from hiring any such officer or employee who (i) has had his or her employment terminated by the Company or such of its affiliates prior to commencement of employment discussions between you and such officer or employee or (ii) responds to any general solicitation placed by you.

Each party acknowledges and agrees that the other party and its subsidiaries may be irreparably injured by a breach of this letter agreement and that monetary remedies may be inadequate to protect the non-breaching party or its subsidiaries against any actual or threatened breach of this letter agreement. Accordingly, each party agrees that the non-breaching party shall be entitled to an injunction or injunctions (without the proof of actual damages) to prevent breaches or threatened breaches of this letter agreement and/or to compel specific performance of this letter agreement, and that neither party nor its Representatives shall oppose the granting of such relief upon establishment of such actual or threatened breach before a court of appropriate jurisdiction. Each party also agrees that it and its Representatives shall waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedies shall not be deemed to be the exclusive remedy for actual or threatened breaches of this letter agreement but shall be in addition to all other remedies available at law or in equity to the Company. Each party further acknowledges and agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

If any provision of this letter agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this letter agreement but shall be confined in its operation to the provision of this letter agreement directly involved in the controversy in which such judgment shall have been rendered.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof. Each party irrevocably submits to the jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for the purposes of any suit, action or other proceeding arising out of this letter agreement or a Transaction. Each party irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement or a Transaction in any court of the State of Delaware or any federal court sitting in the State of Delaware or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

This letter agreement contains the entire agreement between the parties concerning confidentiality of the Evaluation Material, and no modification of this letter agreement or any annex hereto or waiver of the terms and conditions hereof or thereof shall be binding upon either party, unless approved in writing by each party. This letter agreement shall inure to the benefit of the parties hereto, and their successors and permitted assigns. Any assignment of this letter agreement by either party without the prior written consent of the other shall be void.

This letter agreement shall terminate and be of no further force and effect two years from the date hereof; provided that such termination shall not relieve any party from its responsibilities in respect of any breach of this letter agreement prior to such termination.

This letter agreement may be executed in counterparts (including, without limitation, via facsimile or electronic transmission), each of which shall be deemed to be an original, but both of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

[Remainder of page intentionally left blank]

If the foregoing correctly sets forth the agreement between you and the Company, please sign and return the enclosed copy of this letter agreement, whereupon it shall become our binding agreement.


Very truly yours,
Very truly yours,

INTERMUNE, INC.

By:		/s/ Daniel G. Welch
		Name: Daniel G. Welch
		Title: Chairman, CEO and President

AGREED AND ACKNOWLEDGED on this

6^th day of August, 2014

ROCHE HOLDINGS, INC.


By:		/s/ Bruce Resnick
		Name: Bruce Resnick
		Title: Vice President

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