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Exhibit 10.111
 
 
 
 Ioana.Petrou@usdoj.gov
    UNITED STATES OF AMERICA,
    
    No. CR 06-0707 JSWPlaintiff,
    
    VIOLATION: 21 U.S.C. §§ 331(k),v.
    
    333(a)(2)  MisbrandingINTERMUNE, INC.
    
    SAN FRANCISCO VENUEDefendant.
    
    DEFERRED PROSECUTION AGREEMENT
 DEFERRED PROSECUTION AGREEMENT
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not
 INFORMATION
  THE DEPARTMENTS INVESTIGATION
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COOPERATION AND REMEDIAL MEASURES
  A.
    
    First, InterMune disclosed the results of internal investigations that had
occurred prior to the Departments investigation and related to the conduct set forth
in Attachment A.B.
    
    Second, InterMune fully complied with the subpoena served by the Department and
provided significant information regarding the conduct of certain former employees and
officers.C.
    
    Third, InterMune made numerous presentations that were helpful to the
Departments investigation.D.
    
    Fourth, InterMune made certain current employees and officers who were employed
by the Company during the period of investigation available to the Department in
connection with its investigation.
   AGREEMENT
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A.
    
    InterMune will use its best efforts to continue to make records and witnesses
available during the Effective Period regarding activities of the Company during the
Investigative Period, provided, however, this agreement to cooperate does not apply to
any information provided by InterMune to legal counsel after May 2, 2004 in connection
with the provision of legal advice and the legal advice itself, and nothing in this
Agreement shall be construed to require InterMune to provide any such information or
advice to the Department.B.
    
    This agreement by InterMune to cooperate shall not be construed as a waiver
with respect to third parties of the attorney-client privilege, work-product
protection, or any other privilege applicable to information or documents provided to
the Department pursuant to this Agreement; InterMune neither expressly nor implicitly
waives its right to assert any privilege that may be available against entities other
than the Department of Justice.C.
    
    This agreement to cooperate shall not apply in the event that the Department
pursues a criminal prosecution against InterMune.
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A.
    
    all statements made by InterMune to the Department, FDA, HHS-OIG, the FBI or
any other federal agency, or any testimony given by InterMune before a grand jury, the
United States Congress, the SEC, or elsewhere, whether prior or subsequent to this
Agreement, including this Agreement and the statement of facts in Attachment A, shall
be admissible in evidence in any and all criminal proceedings brought by the
Department against InterMune;B.
    
    nothing in this agreement shall prohibit the admission in such proceedings of
any evidence derived from such statements or testimony; andC.
    
    InterMune shall not assert any claim under the United States Constitution, Rule
11(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of
Evidence, or any other federal rule, that statements made by InterMune prior to or
subsequent to this Agreement, or any leads therefrom, should be suppressed.
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/s/ KEVIN V. RYANDATE
    
    Kevin V. RyanUnited States AttorneyNorthern District of California/s/ IOANA PETROUIoana PetrouAssistant United States AttorneyOn Behalf of InterMune, Inc./s/ ROBIN STEELEDATE
    
    Robin SteeleSenior Vice PresidentInterMune, Inc.3280 Bayshore BoulevardBrisbane, CA 94005/s/ ETHAN POSNERDATE
    
    Ethan PosnerCovington & BurlingCounsel to InterMune, Inc.
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Attachment A
 Introduction
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 Dissemination of Misleading Information Regarding Phase III Trial of Actimmune
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ASAP Registry
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Sales Force
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Attachment C  Acknowledgment of Agreement
  On Behalf of the United States Department of Justice:
 10-24-06
    
    /s/ KEVIN V. RYANDATE
    
    Kevin V. RyanUnited States AttorneyNorthern District of California/s/ IOANA PETROU

Ioana PetrouAssistant United States AttorneyOn Behalf of Intermune, Inc.October 24, 2006
    
    /s/ ROBIN STEELEDATE
    
    Robin SteeleSenior Vice President and General CounselIntermune, Inc.3280 Bayshore BoulevardBrisbane, CA 9400510-24-06
    
    /s/ ETHAN M. POSNERDATE
    
    Ethan M. PosnerCovington & BurlingCounsel to Intermune, Inc.