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                                                                   Exhibit 10.5

                         INTERMUNE PHARMACEUTICALS, INC.

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            ADOPTED FEBRUARY 8, 2000
                 APPROVED BY STOCKHOLDERS _______________, 2000
                      EFFECTIVE DATE: _______________, 2000

1.       Purposes.

         (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options
are the Non-Employee Directors of the Company.

         (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by
which Non-Employee Directors may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Nonstatutory
Stock Options.

         (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of its Non-Employee Directors, to secure and retain the services of
new Non-Employee Directors and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.

2.       Definitions.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

         (b) "ANNUAL GRANT" means an Option granted annually to all Non-Employee
Directors who meet the criteria specified in subsection 6(b) of the Plan.

         (c) "BOARD" means the Board of Directors of the Company.

         (d) "CODE" means the Internal Revenue Code of 1986, as amended.

         (e) "COMMON STOCK" means the common stock of the Company.

         (f) "COMPANY" means InterMune Pharmaceuticals, Inc.

         (g) "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated for such services or (ii) who is a member of the Board of Directors
of an Affiliate. However, the term "Consultant" shall not include either
Directors of the Company who are not compensated by the Company for their
services as Directors or Directors of the Company who are merely paid a
director's fee by the Company for their services as Directors.

                                      1.

<PAGE>

         (h) "CONTINUOUS SERVICE" means that the Optionholder's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Optionholder's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Optionholder renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Optionholder
renders such service, provided that there is no interruption or termination of
the Optionholder's service. For example, a change in status without interruption
from a Non-Employee Director of the Company to a Consultant of an Affiliate or
an Employee of the Company will not constitute an interruption of Continuous
Service. The Board or the chief executive officer of the Company, in that
party's sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave.

         (i) "DIRECTOR" means a member of the Board of Directors of the Company.

         (j) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

         (k) "EMPLOYEE" means any person employed by the Company or an
Affiliate. Mere service as a Director or payment of a director's fee by the
Company or an Affiliate shall not be sufficient to constitute "employment" by
the Company or an Affiliate.

         (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (m) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the greatest volume
of trading in the Common Stock) on the last market trading day prior to the day
of determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

                  (ii) In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

         (n) "INITIAL GRANT" means an Option granted to a Non-Employee Director
who meets the criteria specified in subsection 6(a) of the Plan.

         (o) "IPO DATE" means the effective date of the initial public offering
of the Common Stock.

         (p) "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

                                      2.

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         (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

         (r) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (s) "OPTION" means a Nonstatutory Stock Option granted pursuant to the
Plan.

         (t) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (u) "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding
Option.

         (v) "PLAN" means this InterMune Pharmaceuticals, Inc. 2000 Non-Employee
Directors' Stock Option Plan.

         (w) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

         (x) "SECURITIES ACT" means the Securities Act of 1933, as amended.

3.       Administration.

         (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan. The
Board may not delegate administration of the Plan to a committee.

         (b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                  (i) To determine the provisions of each Option to the extent
not specified in the Plan.

                  (ii) To construe and interpret the Plan and Options granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

                  (iii) To amend the Plan or an Option as provided in Section

                  (iv) To terminate or suspend the Plan as provided in Section

                  (v) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company that are not in conflict with the provisions of the Plan.

                                      3.

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         (c) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.       Shares Subject to the Plan.

         (a) SHARE RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in the Common Stock, the Common Stock that may be
issued pursuant to Options shall not exceed in the aggregate one hundred eighty
thousand (180,000) shares of Common Stock plus an annual increase to be added
each January 1, commencing with January 1, 2001, equal to one hundred eighty
thousand (180,000) shares of Common Stock. Notwithstanding the foregoing, the
Board may designate a smaller number of shares of Common Stock to be added to
the share reserve as of a particular January 1.

         (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Option shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such
Option shall revert to and again become available for issuance under the Plan.

         (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.

5.       Eligibility.

         The Options as set forth in section 6 automatically shall be granted
under the Plan to all Non-Employee Directors.

6.       Non-Discretionary Grants.

         (a) INITIAL GRANTS. Without any further action of the Board, each
person who is a Non-Employee Director on the IPO Date, or is elected or
appointed for the first time to be a Non-Employee Director after the IPO Date,
and who has not already been granted a stock option by the Company,
automatically shall, upon the later of the IPO Date or the date of such person's
initial election or appointment to be a Non-Employee Director by the Board or
the Company's stockholders, be granted an Initial Grant to purchase thirty
thousand (30,000) shares of Common Stock on the terms and conditions set forth
herein.

         (b) ANNUAL GRANTS. Without any further action of the Board, a
Non-Employee Director who did not receive an Initial Grant shall, on the day
on which such Non-Employee Director is fully vested (other than due to a
change in control event) under all stock options previously granted by the
Company to such Non-Employee Director, automatically be granted an Option to
purchase ten thousand (10,000) shares of Common Stock on the terms and
conditions set forth herein (an "Annual Grant"). A Non-Employee Director who
receives an Initial Grant shall also be granted an Annual Grant on the date
of grant of his or her Initial Grant. A Non-Employee Director who is still a
Non-Employee Director on an anniversary of the date of grant of his or her
first Annual Grant shall automatically be granted an Annual Grant.

                                      4.

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7.       Option Provisions.

         Each Option shall be in such form and shall contain such terms and
conditions as required by the Plan. Each Option shall contain such additional
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

         (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) EXERCISE PRICE. The exercise price of each Option shall be one
hundred percent (100%) of the Fair Market Value of the stock subject to the
Option on the date the Option is granted. Notwithstanding the foregoing, an
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option may be paid, to the extent permitted by applicable statutes and
regulations, in any combination of the following methods:

                  (i) By cash or check.

                  (ii) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in THE WALL STREET JOURNAL, by delivery of
already-owned shares of Common Stock either that the Optionholder has held for
the period required to avoid a charge to the Company's reported earnings
(generally six months) or that the Optionholder did not acquire, directly or
indirectly from the Company, that are owned free and clear of any liens, claims,
encumbrances or security interests, and that are valued at Fair Market Value on
the date of exercise. "Delivery" for these purposes shall include delivery to
the Company of the Optionholder's attestation of ownership of such shares of
Common Stock in a form approved by the Company. Notwithstanding the foregoing,
the Optionholder may not exercise the Option by tender to the Company of Common
Stock to the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.

                  (iii) Provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in THE WALL STREET JOURNAL, pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt
of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds.

         (d) TRANSFERABILITY. An Option is transferable by will or by the laws
of descent and distribution. An Option also is transferable (i) by instrument to
an inter vivos or testamentary trust, in a form accepted by the Company, in
which the Option is to be passed to beneficiaries upon the death of the trustor
(settlor) and (ii) by gift, in a form accepted by the Company, to a member of
the "immediate family" of the Optionholder as that term is defined in the
general

                                      5.

<PAGE>

instructions to Form S-8 (promulgated under the Securities Act). An Option
shall be exercisable during the lifetime of the Optionholder only by the
Optionholder and a permitted transferee as provided herein. However, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the
Option.

         (e) EXERCISE SCHEDULE. An Option shall be exercisable only for whole
shares and then only as the shares of Common Stock subject to the Option vest.

         (f) VESTING SCHEDULE. Options shall vest as follows:

                  (i) An Initial Grant shall vest in consecutive monthly
installments at a rate of one thirty-sixth (1/36th) of the total number of
shares subject to such Option. The first such installment shall vest one month
from the date of grant of such Option and shall continue until such Option has
fully vested, provided however, that vesting shall cease on termination of the
Optionholder's Continuous Service.

                  (ii) An Annual Grant shall vest in consecutive monthly
installments at a rate of one twelfth (1/12th) of the total number of
shares subject to such Option. The first such installment shall vest one month
from the date of grant of such Option and shall continue until such Option has
fully vested, provided however, that vesting shall cease on termination of the
Optionholder's Continuous Service.

         (g) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates (other than due to the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise it as of the date of termination) but
only within such period of time ending on the earlier of (i) the date that is
three (3) months after the date of such termination, or (ii) the expiration of
the term of the Option as set forth in the Option Agreement. If, after
termination, the Optionholder does not exercise his or her Option within the
time specified in the Option Agreement, the Option shall terminate.

         (h) DISABILITY OF OPTIONHOLDER. In the event an Optionholder's
Continuous Service terminates due to the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination), but only within such
period of time ending on the earlier of (i) the date that is twelve (12) months
after the date of such termination, or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified
herein, the Option shall terminate.

         (i) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the three-month period after the termination of the
Optionholder's Continuous Service for a reason other than death, then the Option
may be exercised (to the extent the Optionholder was entitled to exercise the
Option as of the date of death) by the Optionholder's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the Option upon the Optionholder's death, but only
within the period ending on the

                                      6.

<PAGE>

earlier of (1) the date that is eighteen (18) months following the date of
death or (2) the expiration of the term of such Option as set forth in the
Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.

         (j) EXTENSION OF TERMINATION DATE. If exercise of the Option following
the termination of the Optionholder's Continuous Service would be prohibited at
any time solely because the issuance of shares would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of: (i) the expiration of the term of the Option set forth in subsection
7(a), or (ii) the expiration of the applicable period of time after the
termination of the Optionholder's Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.

8.       Covenants of the Company.

         (a) AVAILABILITY OF SHARES. During the terms of the Options, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Options.

         (b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such Options unless and until such authority is obtained.

9.       Use of Proceeds from Stock.

         Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10.      Miscellaneous.

         (a) STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such Optionholder has satisfied all
requirements for exercise of the Option pursuant to its terms.

         (b) NO SERVICE RIGHTS. Nothing in the Plan or any instrument executed
or Option granted pursuant thereto shall confer upon any Optionholder any right
to continue to serve the Company as a Non-Employee Director or shall affect the
right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

                                      7.

<PAGE>

         (c) INVESTMENT ASSURANCES. The Company may require an Optionholder, as
a condition of exercising or acquiring stock under any Option, (i) to give
written assurances satisfactory to the Company as to the Optionholder's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to give
written assurances satisfactory to the Company stating that the Optionholder is
acquiring the stock subject to the Option for the Optionholder's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (iii) the issuance of the shares upon the
exercise or acquisition of stock under the Option has been registered under a
then currently effective registration statement under the Securities Act or (iv)
as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

         (d) WITHHOLDING OBLIGATIONS. The Optionholder may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of stock under an Option by any of the following means (in addition
to the Company's right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means: (i) tendering a
cash payment; (ii) authorizing the Company to withhold shares from the shares of
the Common Stock otherwise issuable to the Optionholder as a result of the
exercise or acquisition of stock under the Option, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock.

11.      Adjustments upon Changes in Stock.

         (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the stock
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject both to the
Plan pursuant to subsection 4(a) and to the nondiscretionary Options specified
in Section 5, and in the classes and maximum number of securities added to the
Plan each January 1 pursuant to subsection 4(a), and the outstanding Options
will be appropriately adjusted in the class(es) and number of securities and
price per share of stock subject to such outstanding Options. The Board shall
make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

                                      8.

<PAGE>

         (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.

         (c) CHANGE IN CONTROL. In the event of (i) a sale, lease or other
disposition of all or substantially all of the securities or assets of the
Company, (ii) a merger or consolidation in which the Company is not the
surviving corporation or (iii) a reverse merger in which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, then any surviving
corporation or acquiring corporation may assume any Options outstanding under
the Plan or may substitute similar Options (including an option to acquire the
same consideration paid to the stockholders in the transaction described in this
subsection 11(c)) for those outstanding under the Plan, and the vesting of
Options held by Non-Employee Directors shall accelerate in full on the date
immediately preceding the date of such event. In the event no surviving
corporation or acquiring corporation assumes such Options or substitutes similar
Options for those outstanding under the Plan, then with respect to Options held
by Optionholders whose Continuous Service has not terminated, the vesting of
such Options (and the time during which such Options may be exercised) shall
accelerate in full on the date immediately preceding the date of such event, and
the Options shall terminate if not exercised at or prior to such event. With
respect to any other Options outstanding under the Plan, such Options shall
terminate if not exercised prior to such event.

12.      Amendment of the Plan and Options.

         (a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.

         (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval.

         (c) NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

         (d) AMENDMENT OF OPTIONS. The Board at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

13.      Termination or Suspension of the Plan.

         (a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
No Options may be granted under the Plan while the Plan is suspended or after it
is terminated.

                                      9.

<PAGE>

         (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.

14.      Effective Date of Plan.

         The Plan shall become effective on the IPO Date, but no Option shall be
exercised unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

15.      Choice of Law.

         All questions concerning the construction, validity and interpretation
of this Plan shall be governed by the law of the State of Delaware, without
regard to such state's conflict of laws rules.

                                      10.

<PAGE>

                         INTERMUNE PHARMACEUTICALS, INC.

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            NONSTATUTORY STOCK OPTION
                                 (ANNUAL GRANT)

[NAME], Optionholder:

         INTERMUNE PHARMACEUTICALS, INC. (the "Company"), pursuant to its 2000
Non-Employee Directors' Stock Option Plan (the "Plan") has on _______________,
20___ granted to you, the optionholder named above, an option to purchase shares
of the common stock of the Company ("Common Stock").

         The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).

         The details of your option are as follows:

         1. The total number of shares of Common Stock subject to this option is
ten thousand (10,000). Subject to the limitations contained herein, this option
shall be exercisable in accordance with the Plan.

         2. The exercise price of this option is ____________________
($__________) per share, being the Fair Market Value (as defined in the Plan) of
the Common Stock on the date of grant of this option.

         3. This option may be exercised, to the extent specified in the Plan,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require. This
option may not be exercised for any number of shares that would require the
issuance of anything other than whole shares.

         4. By exercising this option you agree that the Company may require you
to enter an arrangement providing for the cash payment by you to the Company of
any tax withholding obligation of the Company arising by reason of the exercise
of this option or the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise.

         5. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

                                      1.

<PAGE>

         6. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 7 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.

         Dated the __________ day of ____, 20___.

                                            Very truly yours,

                                            INTERMUNE PHARMACEUTICALS, INC.

                                            By:
                                               --------------------------------
                                                 Duly authorized on behalf
                                                 of the Board of Directors

ATTACHMENTS:

2000 Non-Employee Directors' Stock Option Plan


                                      2.

<PAGE>

The undersigned:

         (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan;

         (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionholder and the
Company and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock options plans of the Company, and (ii) the following agreements
only:

                  NONE
                       ----------------------------------------
                                            (Initial)

                  OTHER
                       ----------------------------------------

                       ----------------------------------------

                       ----------------------------------------


                                        ---------------------------------------
                                        OPTIONHOLDER

                                        ---------------------------------------
                                        Address

                                        ---------------------------------------

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                                      3.

<PAGE>

                         INTERMUNE PHARMACEUTICALS, INC.

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            NONSTATUTORY STOCK OPTION
                                 (INITIAL GRANT)

[NAME], Optionholder:

         INTERMUNE PHARMACEUTICALS, INC. (the "Company"), pursuant to its 2000
Non-Employee Directors' Stock Option Plan (the "Plan") has on _______________,
20___ granted to you, the optionholder named above, an option to purchase shares
of the common stock of the Company ("Common Stock").

         The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).

         The details of your option are as follows:

         1. The total number of shares of Common Stock subject to this option is
thirty thousand (30,000). Subject to the limitations contained herein, this
option shall be exercisable in accordance with the Plan.

         2. The exercise price of this option is ____________________
($__________) per share, being the Fair Market Value (as defined in the Plan) of
the Common Stock on the date of grant of this option.

         3. This option may be exercised, to the extent specified in the Plan,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require. This
option may not be exercised for any number of shares that would require the
issuance of anything other than whole shares.

         4. By exercising this option you agree that the Company may require you
to enter an arrangement providing for the cash payment by you to the Company of
any tax withholding obligation of the Company arising by reason of the exercise
of this option or the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise.

         5. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

                                      1.

<PAGE>

         6. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 7 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.

         Dated the __________ day of ____, 20___.

                                            Very truly yours,

                                            INTERMUNE PHARMACEUTICALS, INC.

                                            By:
                                               -------------------------------
                                                 Duly authorized on behalf
                                                 of the Board of Directors

ATTACHMENTS:

2000 Non-Employee Directors' Stock Option Plan


                                      2.

<PAGE>


The undersigned:

                  (a) Acknowledges receipt of the foregoing option and the
attachments referenced therein and understands that all rights and liabilities
with respect to this option are set forth in the option and the Plan;

                  (b) Acknowledges that as of the date of grant of this option,
it sets forth the entire understanding between the undersigned optionholder and
the Company and its affiliates regarding the acquisition of stock in the Company
and supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock options plans of the Company, and (ii) the following agreements
only:


                  NONE
                       ----------------------------------------
                                         (Initial)

                  OTHER
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                                        OPTIONHOLDER

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                                        Address

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                                      3.