##### 



Exhibit 10.113
 Corporate Integrity Agreement  between the  Office of Inspector General  of the  Department of Health and Human Services  and  InterMune, Inc.
 I. Preamble
    II. Term and Scope of the CIA
     1




---



##### 



1
   
 1
    
    If there are future changes in the organizational
structure of InterMune, individuals who undertake the functions of the specific
groups enumerated in the preceding sentence shall be considered Relevant
Covered Persons. 2




---



##### 



III. Corporate Integrity Obligations
  Compliance Officer and Committee
 Compliance Officer
  Compliance Committee e.g. e.g.
  Written Standards
 Code of Conduct
 3




---



##### 



4




---



##### 



Policies and Procedures
        5




---



##### 



e.g.
  e.g.
    6




---



##### 



Training and Education
 General Training
      7




---



##### 



Specific Training
         Certification
 8




---



##### 



Qualifications of Trainer
 Update of Training
 Computer-based Training
 Review Procedures
 General Description
 Engagement of Independent Review Organization
 Description and Frequency of Reviews
  9




---



##### 



e.g. etc.
 Retention of Records
 Review Reports
 Validation Review
  10




---



##### 



Independence/Objectivity Certification
 Disclosure Program
 e.g. e.g.
   Ineligible Persons
 Definitions
 11




---



##### 



a.
    
    an Ineligible Person shall include an individual or entity who:i is currently excluded, debarred, suspended, or otherwise ineligible
to participate in the Federal health care programs or in Federal
procurement or nonprocurement programs; orii has been convicted of a criminal offense that falls within the
ambit of 42 U.S.C. § 1320a-7(a), but has not yet been excluded,
debarred, suspended, or otherwise declared ineligible.b.
    
    Exclusion Lists include:i the HHS/OIG List of Excluded Individuals/Entities (available
through the Internet at http://www.oig.hhs.gov); andii the General Services Administrations List of Parties Excluded
from Federal Programs (available through the Internet at
http://www.epls.gov).
  Screening Requirements
     12




---



##### 



Removal Requirement
 Pending Charges and Proposed Exclusions
 Notification of Government Investigation or Legal Proceedings
  Notification of Reportable Event
 Definition of Reportable Event
 Reporting of Reportable Events
 13




---



##### 



Notification of Communications with FDA
  Review of Records Reflecting the Content of Detailing Sessions
 e.g. e.g
  14




---



##### 



IV. New Business Units or Locations
  V. Implementation and Annual Reports
 Implementation Report
       15




---



##### 



Annual Reports
   16




---



##### 



17




---



##### 



e.g
     Certifications
  18




---



##### 



VI. Notifications and Submission of Reports ,
  OIG:
    
    Administrative and Civil Remedies BranchOffice of Counsel to the Inspector GeneralOffice of Inspector GeneralU.S. Department of Health and Human ServicesCohen Building, Room 5527330 Independence Avenue, S.W.Washington, DC 20201Telephone: 202.619.2078Facsimile: 202.205.0604InterMune
    
    Malcolm McKayCompliance OfficerInterMune, Inc.
 19




---



##### 



3280 Bayshore Blvd.Brisbane, CA 94005Telephone: 415.466.2284Facsimile: 415.466.2384With a copy to:
    
    Robin SteeleSenior Vice PresidentGeneral Counsel and Corporate SecretaryInterMune, Inc.3280 Bayshore Blvd.Brisbane, CA 94005Telephone: 415.466.2264Facsimile: 415.508.0006
  VII. Oig Inspection, Audit, and Review Rights
  VIII. Document and Record Retention
  IX. Disclosures
  20




---



##### 



X. Breach And Default Provisions
  Stipulated Penalties for Failure to Comply with Certain Obligations
           21




---



##### 



Timely Written Requests for Extensions
 Payment of Stipulated Penalties
 22




---



##### 



Demand Letter
 Response to Demand Letter
 Form of Payment
 Independence from Material Breach Determination
 Exclusion for Material Breach of this CIA
 Definition of Material Breach
     Notice of Material Breach and Intent to Exclude
 23




---



##### 



Opportunity to Cure
    Exclusion Letter
 Dispute Resolution
 Review Rights
 Stipulated Penalties Review
 24




---



##### 



Exclusion Review
      Finality of Decision
 XI. Effective and Binding Agreement
  25




---



##### 



On Behalf of Intermune, Inc .
 /s/ ROBIN STEELERobin Steele
    
    DateSenior Vice President and General CounselInterMune, Inc./s/ MALCOLM MCKAYMalcolm McKay
    
    DateCompliance OfficerInterMune, Inc./s/ ETHAN POSNEREthan Posner, Esq.
    
    DateCounsel for InterMune, Inc.
 26




---



##### 



On Behalf of the Office of Inspector  General of the Department of Health and Human Services
 /s/ GREGORY E. DEMSKEGregory E. Demske
    
    DateAssistant Inspector General for Legal Affairs
Office of Inspector General
U.S. Department of Health and Human Services
 27




---



##### 



APPENDIX A
INDEPENDENT REVIEW ORGANIZATION
  IRO Engagement.
   IRO Qualifications.
  1.
    
    assign individuals to conduct the Promotional and Product Services Engagement
who have expertise in the Federal health care program and FDA requirements applicable
to sales, marketing, research, and promotion of pharmaceutical products. The assigned
individuals shall also be knowledgeable about the general requirements of the Federal
health care program(s) under which InterMune products are reimbursed;
   IRO Responsibilities
    1




---



##### 



IRO Independence/Objectivity
  IRO Removal/Termination
 1.
    
    Provider. If InterMune terminates its IRO during the course of the engagement,
InterMune must submit a notice explaining its reasons to OIG no later than 30 days
after termination. InterMune must engage a new IRO in accordance with Paragraph A of
this Appendix.2.
    
    OIG Removal of IRO. In the event OIG has reason to believe that the IRO does
not possess the qualifications described in Paragraph B, is not independent and/or
objective as set forth in Paragraph D, or has failed to carry out its responsibilities
as described in Paragraph C, OIG may, at its sole discretion, require InterMune to
engage a new IRO in accordance with Paragraph A of this Appendix.Prior to requiring InterMune to engage a new IRO, OIG shall notify InterMune of its
intent to do so and provide a written explanation of why OIG believes such a step is
necessary. To resolve any concerns raised by OIG, InterMune may request a meeting with
OIG to discuss any aspect of the IROs qualifications, independence or performance of
its responsibilities and to present additional information regarding these matters.
InterMune shall provide any additional information as may be requested by OIG under this
Paragraph in an expedited manner. OIG will attempt in good faith to resolve any
differences regarding the IRO with InterMune prior to requiring InterMune to terminate
the IRO. However, the final determination as to whether or not to require InterMune to
engage a new IRO shall be made at the sole discretion of OIG.
 2




---



##### 



Appendix B to CIA for InterMune, Inc.
Promotional and Product Services Engagement
 I. IRO Engagement, General Description
    II. Promotional and Product Services Systems Review
 A. Description of Reviewed Policies and Practices
   1




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



6




---



##### 



B. Promotional and Product Services Systems Review Report
   e.g.
        7




---



##### 



III. Promotional and Product Services Transactions Review
  A. Promotional and Product Services Transactions Review
 Review of Inquiries Made to Medical Affairs Group
   e.g.
   8




---



##### 



B. Promotional and Product Services Transactions Review Report
  Elements to Be Included
    Results to Be Included
 9




---



##### 



10