Exclusive License Agreement Amendment for Immune Interferon in Japan – Genentech, Inc. and InterMune Pharmaceuticals, Inc.

Summary

This agreement, dated July 25, 2000, is between Genentech, Inc. and InterMune Pharmaceuticals, Inc. It confirms that InterMune receives an exclusive license to import, use, and sell Immune Interferon products in Japan for treating or preventing infectious diseases, following the return of certain rights by Daiichi Pharmaceutical and Toray Industries. The license is subject to the terms of a prior License Agreement, including Genentech’s right to use the products for research and specific covenants not to sue. The agreement is effective upon delivery of this notice and requires InterMune’s countersignature.

EX-10.27 5 ex-10_27.txt EX 10-27 EXHIBIT 10.27 July 25, 2000 VIA FACSIMILE ORIGINAL BY FEDEX Stephen N. Rosenfield, Esq. General Counsel InterMune Pharmaceuticals, Inc. 1710 Gilbreth Road Suite 301 Burlingame, CA 94010 RE: Return of rights to gamma interferon for treatment of infectious diseases in Japan Dear Stephen: Pursuant to Section 2.1(g)(iii) of the May 5, 1998 License Agreement for Interferon Gamma Between Connetics Corporation ("Connetics") and Genentech, Inc. ("Genentech"), as amended (the "License Agreement"), InterMune Pharmaceuticals, Inc. ("InterMune"), assignee of all rights and certain obligations of Connetics under the License Agreement, is hereby notified that Daiichi Pharmaceutical Company Ltd. and Toray Industries, Inc. ("Daiichi/Toray") returned to Genentech Daiichi/Toray's right and license to import, use and sell Immune Interferon (as that term is defined in that certain Agreement between Genentech, Daiichi Seiyaku Co., Ltd., Toray Industries, Inc. and Shionogi & Co., Ltd. dated June 7, 1990) in Japan for the treatment or prevention of any infectious diseases, subject to the covenants not to sue provided in Section 2.1(g)(ii) of the License Agreement. Accordingly, under Section 2.1(g)(iii) of the License Agreement, InterMune obtains an exclusive license under Genentech Patent Rights and under Genentech Knowhow to import, use, and sell any Licensed Protein Product that is a formulation of Immune Interferon in Japan in the treatment or prevention of any infectious diseases (1) caused by fungal, bacterial or viral agents, or (2) in persons with osteopetrosis or chronic granulomatous disease, subject to all terms and conditions of the License Agreement, including without limitation, the covenants not to sue provided in Section 2.1(g)(ii) and Genentech's right to use Licensed Protein Products solely for research purposes in the Field of Use in the Territory. In addition, in satisfaction of Section 2.1(h) of the License Agreement, Genentech hereby grants to InterMune an exclusive license under Genentech Patent Rights and under Genentech Knowhow to import, use, and sell any Licensed Protein Product that is a formulation of Immune Interferon in the treatment or prevention of any infectious diseases in Japan, subject to all terms and conditions of the License Agreement, including without limitation, the covenants not to sue provided in Section 2.1(g)(ii) and Genentech's right to use Licensed Protein Products solely for research purposes in the Field of Use in the Territory. Under Section 12.1 of the License Agreement, the grant of the foregoing license shall be effective as of the date of delivery of this notice to InterMune. To indicate InterMune's agreement with the terms and conditions of this letter agreement, please countersign one copy of this letter and return one fully executed original to me. Very truly yours, /s/ Joseph McCracken Joseph McCracken Vice President, Business Development Genentech, Inc. Accepted and agreed to: InterMune Pharmaceuticals, Inc. By: /s/ JOHN J. WULF ------------------------------ (Authorized Representative) Name: John J. Wulf ---------------------------- Title: Sr. VP, Corporate Development --------------------------- 2