Prepared by MERRILL CORPORATION




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Exhibit 4.3    
  


INT

Incorporated under the laws

of the State of Delaware

See Reverse for Certain Definitions
  


CUSIP 45885B 10 0

This Certifies that

is the record holder of
 Fully paid and nonassessable shares of common stock, $.001 par value, of Intermune, Inc.


transferable
on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar. 


Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


Dated:
 Secretary

President and Chief Executive Officer

Countersigned and Registered:

Chasemellon Shareholder Services, L.L.C.

Transfer Agent and Registrar

By

Authorized Signature


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The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of
each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's
Secretary at the principal office of the Corporation. 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 



TEN COMD

TEN ENTD

JT TEND  


as tenants in common

as tenants by the entireties

as joint tenants with right of

survivorship and not as tenants

in common 



	UNIF GIFT MIN ACTD
                                 	 	Custodian
                                 
	(Cust)
                                         
       (Minor)       
	                                      under Uniform
Gifts to Minors

                                      Act  
                                          
                            
	 	 	(State)
	

UNIF TRF MIN ACTD                                 	
 	

Custodian (until age                                  )
	(Cust)
	

                                  under Uniform Transfers
	(Minor)
	                                      to Minors
Act                                        
                           
	(State)                   





Additional
abbreviations may also be used though not in the above list. 



	 
	 	 

	For Value Received,

transfer(s) unto	 	hereby sell(s), assign(s) and





Please insert Social Security or other identifying number of assignee  


(Please print or typewrite name and address, including zip code, of assignee)

Shares of the common stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint Attorney                           

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 


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Dated

X

X
 Notice:

The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.  



Signature(s) Guaranteed 


The signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15.
  By 


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Exhibit 4.3