Exhibit 10.85


 





 


June 1, 2001


 


Steve Porter, M.D.


[Address]


 


Dear Steve:


 


On behalf of
InterMune, Inc. (The “Company”), we are pleased to offer you the position
of Vice President of Clinical Research reporting to Executive Vice President of
Medical and Scientific Affairs, James E. Pennington, M.D.


 


The terms of your
employment will be as follows:


 


Your starting
salary will be $215,000 per year.  In
addition, the Company will provide you with a one-time sign-on bonus of $35,000
one month following your first day of employment, and is subject to one-time
payback if employment is terminated before one year.  As a full-time employee of the Company, you
will be eligible for the Company’s standard benefits package including medical
and dental as well as the employee stock purchase program, 401K Retirement Plan
and our Cafeteria Plan.  Your position is
exempt, and you will not be eligible for overtime.


 


Subject to
approval of the Compensation Committee of the Company’s Board of Directors, you
will be granted an option to purchase 100,000 shares of the Company’s common
stock.  Your right to exercise the shares
of this option will be subject to a vesting schedule, such that 100,000 shares
of your option will be fully vested at the end of four years completed
employment.  The grant will be made by
the Compensation Committee of the Company’s Board of Directors at its next
meeting after your first day of employment. 
The exercise price will be the same as the closing price of the Company’s
Common Stock on the Nasdaq Exchange on the day before the meeting.  Your vesting will begin on your first day of
your employment with us; however, it is subject to a one-year cliff.  The terms and conditions of this option,
including vesting, will be governed by an agreement that you will be required
to sign.


 


As a condition of
your employment, you will be required to provide proof of U.S. citizenship or
that you are legally entitled to work in the United States, and to execute and
be bound by the terms of the enclosed Proprietary Information and Inventions
Agreement.  In that regard, please be
aware that Company policy prohibits all employees from bringing to the Company,
or using in performance of their responsibilities at the Company, any confidential
information, trade secrets, or proprietary material or processes of any
previous employer.


 


Employment with
the Company is at will, is not for any specific term and can be terminated by
you or the Company at any time for any reason with or without cause.  In the event of termination of your
employment with the Company other than for cause, or a significant change in
your responsibilities following a change in control of the company, you will be
entitled to receive continuation of salary and benefits for four months following
your termination date.  In


 





















 


addition, you will
be entitled to continue 100% vesting with respect to Company stock during such
four-month period.


 


This offer remains
open through end of day, June 8, 2001. 
Upon acceptance of this offer, the terms described in this letter and in
the Proprietary Information and Inventions Agreement shall be the terms of your
employment, superseding and terminating any other employment agreements or
understandings with InterMune, whether written or oral.  Any additions or modifications of these terms
must be in writing and signed by you and an officer of the Company.  Your anticipated start date is on before July 9,
2001.


 


Again, let me
indicate how pleased we are to extend this offer, and how much we at InterMune
look forward to working with you.  We
anticipate that you will find this an exciting and challenging position in a
dynamic and growing company.


 


Please accept this
offer by signing and returning the enclosed duplicate original of this letter
to me.  If you have any questions, please
call me or Brad Scates in the office.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  /s/ James E. Pennington

  	
   

  
	
  James e. Pennington, MD

  	
   

  
	
  Executive Vice President, Medical &
  Scientific Affairs

  
	
   

  
	
   

  	
   

  
	
  UNDERSTOOD AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Steve Porter

  	
  June 4, 2001

  	
   

  
	
  Steve Porter, M.D.

  	
  Date