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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
 EXHIBIT 10.60
 PRIVILEGED AND CONFIDENTIAL
EXECUTION COPY
 ASSET PURCHASE AGREEMENT
  INTERMUNE, INC.
  KDL GmbH
  and
 DR. SHITOTOMO YAMAUCHI




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TABLE OF CONTENTS
 Section
    
    PageARTICLE 1 DEFINITIONS
    
    
    1Section 1.1 Defined Terms
    
    
    1Section 1.2 Construction
    
    
    8ARTICLE 2 THE TRANSACTION
    
    
    9Section 2.1 Transfer of Purchased Assets
    
    
    9Section 2.2 Excluded Assets
    
    
    9Section 2.3 Assumed Liabilities
    
    
    9Section 2.4 Excluded Liabilities
    
    
    9Section 2.5 Purchase Price
    
    
    10Section 2.6 Risk of Loss
    
    
    11Section 2.7 Allocation
    
    
    11ARTICLE 3 CLOSING
    
    
    12Section 3.1 Closing
    
    
    12Section 3.2 Closing Deliveries by the Sellers
    
    
    12Section 3.3 Closing Deliveries and Payments by the Buyer
    
    
    13Section 3.4 Closing Deliveries by the Buyer and the Sellers
    
    
    13Section 3.5 Liabilities Related to Finders or Brokers Fees
    
    
    13Section 3.6 Further Actions
    
    
    13Section 3.7 Withholdings
    
    
    14ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    14Section 4.1 Organization and Authority
    
    
    14Section 4.2 Title to Purchased Assets
    
    
    14Section 4.3 Consents; No Violations
    
    
    14Section 4.4 Compliance with Laws and Litigation
    
    
    15Section 4.5 Contracts
    
    
    15Section 4.6 Tax Matters
    
    
    15Section 4.7 Intellectual Property
    
    
    15Section 4.8 Product Records
    
    
    17Section 4.9 Brokers, Finders, etc
    
    
    17Section 4.10 No Other Agreements to Sell the Purchased Assets
    
    
    17Section 4.11 Disclosure
    
    
    17Section 4.12 Disclaimer of Implied Warranty
    
    
    17Section 4.13 Regulatory Matters
    
    
    18ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    18Section 5.1 Organization and Authority
    
    
    18Section 5.2 Consents; No Violations
    
    
    19Section 5.3 Brokers, Finders, etc
    
    
    19ARTICLE 6 CERTAIN OTHER COVENANTS
    
    
    19Section 6.1 Cooperation
    
    
    19Section 6.2 Billing and Invoices
    
    
    20Section 6.3 Covenant Not To Compete
    
    
    20
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Section
    
    PageSection 6.4 Exclusive License; Right of First Refusal
    
    
    21Section 6.5 Tax Matters
    
    
    22Section 6.6 Notice to Third Parties
    
    
    24Section 6.7 Patent Maintenance
    
    
    24ARTICLE 7 CONDITIONS TO CLOSING
    
    
    24Section 7.1 Conditions Precedent to Buyers Obligations
    
    
    24Section 7.2 Conditions Precedent to Sellers Obligations
    
    
    25ARTICLE 8 INDEMNIFICATION
    
    
    26Section 8.1 Survival of Representations and Warranties
    
    
    26Section 8.2 Indemnification
    
    
    27Section 8.3 Right of Setoff
    
    
    28ARTICLE 9 MISCELLANEOUS PROVISIONS
    
    
    28Section 9.1 Confidentiality and Publicity
    
    
    28Section 9.2 Notices
    
    
    29Section 9.3 Governing Law
    
    
    30Section 9.4 Representation By Counsel
    
    
    30Section 9.5 Expenses
    
    
    31Section 9.6 Entire Agreement
    
    
    31Section 9.7 Amendment; Waiver
    
    
    31Section 9.8 Severability
    
    
    31Section 9.9 Assignment
    
    
    31Section 9.10 Counterparts
    
    
    31Section 9.11 Waiver of Jury Trial
    
    
    31Section 9.12 Consent to Jurisdiction
    
    
    32Section 9.13 Attorney Fees
    
    
    32Section 9.14 Remedies Cumulative; Specific Performance
    
    
    32Section 9.15 Time is of Essence
    
    
    32Section 9.16 Executory Nature of the Duties Imposed by this Agreement
    
    
    32Section 9.17 Bankruptcy Rights
    
    
    32Section 9.18 Release
    
    
    32
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PRIVILEGED AND CONFIDENTIAL
EXECUTION COPY
 ASSET PURCHASE AGREEMENT
(KDL Agreement)
 Agreement Buyer KDL GmbH Dr. Yamauchi Sellers
 RECITALS
 Marnac Dr. Margolin Licensors Existing License Agreement
 Shionogi License Agreement Shionogi
    ARTICLE 1
DEFINITIONS
 Section 1.1 Defined Terms .
 Action
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
 -1-




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Affiliate
 Agreement
 Allocation Section 2.7
 Ancillary Agreements
 Approval Notice and Report Section
6.4(c)
 Assignment and Assumption Agreement Section
3.4(a)
 Assumed Contracts
 Assumed Liabilities Section 2.3
 Bill of Sale Section 3.2(a)
 Business Day
 Buyer
 Buyer Disclosure Schedule
 Buyer Proprietary Information Section
9.1(b)
 CAPACITY Trial
 Claim Section 8.2(c)
 Claim Notice Section 8.2(c)
 Closing Section 3.1
 Closing Date Section 3.1
 Closing Payment Section 2.5(a)
 Code
 Competing Product
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Confidentiality Agreement Section 9.1
 Consents Section 4.3(a)
 Contract
 Copyrights
 Damages Section 8.2(a)
 Diligence Period Section 6.4(c)
 Dollar(s)
 Dr. Yamauchi
 EMEA
 Encumbrance
 Excluded Assets
 Excluded Liabilities Schedule 2.4(a)
 Existing License Agreement
 FDA
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
 -3-




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Governmental Authority
 IND
 Indemnified Party Section 8.2(c).
 Indemnifying Party Section 8.2(c)
 Intellectual Property
 IP Assignments Section 3.2(b)
 IRS
 KDL GmbH
 KDL Japan
 Know-How
 Knowledge of the Sellers to the Sellers Knowledge
 Law
 Liability
 Licensors
 MAA Milestone Payment Section
2.5(b)(iii)
 Milestone Payments
 NDA Milestone Payment Section
2.5(b)(ii)
 Non-Income Taxes provided however
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Officers Certificate Section 3.2(d)
 Order
  Other Party Section 6.5(e)(iii)
 Party Parties
 Patents
 Permitted Encumbrances
 Person
 Phase III Milestone Payment Section
2.5(b)(i)
 Pirfenidone
 Post-Closing Tax Period
 Pre-Closing Tax Period
 Patent Transferor Section 6.4(a)
 Product
 Product Business
 Product Copyrights
 Product Data
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Product Intellectual Property
 Product Know-How
 Product Patents
 Product Records
 Product Trademarks
 Purchased Assets Schedule 1.1(a) Assumed Contracts Regulatory
Approvals Product
Data Copyrights Product
Copyrights Know-How Product Know-How Patents Product Patents Trademarks Product Trademarks Product Intellectual Property
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Product Records
 Product Registrations
 Purchase Price Section 2.5
 Recipient Party Section 6.5(e)(iii)
 Regulations
 Regulatory Approvals
 Released Claims Section 9.18
 Representative
 Restricted Territory
 Right of First Refusal Section 6.4(d)
 ROFR Notice Section 6.4(d)
 Schedules
 SEC
 Sellers
 Sellers Disclosure Schedule
 Sellers Proprietary Information Section
9.1(c)
 Shionogi
 Shionogi Assets
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Shionogi License Agreement
 Straddle Period
 Survival Date Section 8.1(a)
 Taxes
 Tax Period
 Tax Return
 Trademarks
 Transfer Taxes
 Treasury Regulations
 Section 1.2 Construction .
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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ARTICLE 2
THE TRANSACTION
 Section 2.1 Transfer of Purchased Assets .
 Section 2.2 Excluded Assets
 Section 2.3 Assumed Liabilities Assumed Liabilities
  Schedule 2.3(b)
 Section 2.3 Section 2.3
 Section 2.4 Excluded Liabilities . Section 2.3
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Excluded Liabilities
  Section 2.3(a)
    Section 2.3
 Section 4.9
  Section 2.5 Purchase Price Purchase Price
 Closing Payment Schedule
2.5 Closing Payment Section 2.3
 Milestone Payments Article 8
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Schedule
2.5 Phase III Milestone Payment
 Schedule 2.5 NDA Milestone Payment provided however
 Schedule 2.5 MAA Milestone Payment provided however
  Section 2.6 Risk of Loss .
 Section 2.7 Allocation . Allocation Section 6.3 Schedule 2.7
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Section 6.5(c)
 ARTICLE 3
CLOSING
 Section 3.1 Closing . Sections 7.1 7.2 Closing nd Closing Date
 Section 3.2 Closing Deliveries by the Sellers
 Bill of Sale Exhibit A Bill of Sale
 Intellectual Property Assignment Exhibit B IP
Assignments
 Consents Schedule 4.3(a)
 Officers Certificates Section 7.1(a) Section 7.1(b) Section 7.1(d) Officers
Certificate
 Secretarys Certificate
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
 -12-




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Certificate of Good Standing
 Section 3.3 Closing Deliveries and Payments by the Buyer
 Section 3.4 Closing Deliveries by the Buyer and the Sellers .
 Assignment and Assumption Agreement Exhibit C Assignment and Assumption Agreement
 Other Documentation
 Section 3.5 Liabilities Related to Finders or Brokers Fees
 Section 3.6 Further Actions .
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Section 8.2
 Section 3.7 Withholdings
 ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
 Sellers Disclosure Schedule
 Section 4.1 Organization and Authority
 Section 4.2 Title to Purchased Assets
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Section 4.3 Consents; No Violations
 Consents
  Section 4.4 Compliance with Laws and Litigation
   Section 4.5 Contracts.
   Section 4.6 Tax Matters .
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Section 4.7 Intellectual Property.
 Section 4.7(a)
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Section 4.8 Product Records
 Section 4.9 Brokers, Finders, etc Section 4.9
 Section 4.10 No Other Agreements to Sell the Purchased Assets
 Section 4.11 Disclosure .
 Section 4.12 Disclaimer of Implied Warranty Notwithstanding the foregoing, each Seller hereby acknowledges that nothing set forth in
this Section 4.12 shall relieve the Sellers of any liability to the Buyer arising out of
any actual fraud or intentional
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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misrepresentation of the Sellers or any of their respective Representatives in connection with the
transactions contemplated by this Agreement.
  Section 4.13 Regulatory Matters .
     ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
 Buyer Disclosure Schedule
 Section 5.1 Organization and Authority
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
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Section 5.2 Consents; No Violations
   Section 5.3 Brokers, Finders, etc
 ARTICLE 6
CERTAIN OTHER COVENANTS
 Section 6.1 Cooperation
   Section 3.2
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Section 6.2 Billing and Invoices .
 Section 6.3 Covenant Not To Compete .
  Acknowledgment of the Sellers
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Section 6.3 Section 6.3
 Non-Competition Covenants; Scope
 Section 6.3 Section 6.3
 Section 6.3
 Injunctive Relief Section 6.3 Section 6.4 Section 6.3
 Section 6.4 Exclusive License; Right of First Refusal .
 Patent Transferor
 Section
6.4(a) Section 6.4(a) Section 6.4(a) Section 6.4 (a)
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Section 6.4(a) Section
6.4(a)
 Approval Notice
and Report Diligence Period
 Right of
First Refusal ROFR Notice Section 6.4(d)
 Section 6.5 Tax Matters
 Notices
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Section 6.4(a) Section 6.7
 Transfer Taxes
 Characterization of Payments
 FIRPTA Certificate
 Allocation of Taxes
 Section 6.5
  Recipient Party Other
Party Section 6.5(e) Section 6.5(e)
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Cooperation
 Section 6.6 Notice to Third Parties
 Section 6.7 Patent Maintenance Section 6.7
 ARTICLE 7
CONDITIONS TO CLOSING
 Section 7.1 Conditions Precedent to Buyers Obligations .
 Representations and Warranties
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Performance of Obligations
 Release of Liens
 Legal Requirements
 Closing Deliveries Sections 3.2 3.4
 FIRPTA Compliance Section 6.5(d)
 Termination or Release of Third Party Finders Agreements
 Section 7.2 Conditions Precedent to Sellers Obligations
 Representations and Warranties
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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Performance of Obligations
 Closing Deliveries Section 3.4
 Legal Requirements
 ARTICLE 8
INDEMNIFICATION
 Section 8.1 Survival of Representations and Warranties .
 Survival Date provided
 Section 4.2 Section 4.6 Section 4.7
 Section 4.2 Section 4.6 Section 4.7 Section 8.2
  Article V
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Section 8.2 Indemnification .
 Sellers Indemnification Obligations Damages
 Article 8
 Buyers Indemnification Obligations
 Defense of Claims Claim Indemnified Party Indemnifying Party Section 8.2 Claim
Notice Section 8.3 provided however
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Section 8.2
 Cooperation provided however Section 8.2(d) Section 8.2(c)(ii)
 Equitable Relief; No Waiver
 Section 8.3 Right of Setoff . Section 6.5(e) Section 6.5(e)
 ARTICLE 9
MISCELLANEOUS PROVISIONS
 Section 9.11 Confidentiality and Publicity .
 Section 9.1 Section 9.1
 Buyer Proprietary Information
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
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Sellers Proprietary Information
 provided
  Section 9.2 Notices
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
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Section 9.3 Governing Law
 Section 9.4 Representation By Counsel
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
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Section 9.5 Expenses
 Section 9.6 Entire Agreement
 Section 9.7 Amendment; Waiver
 Section 9.8 Severability
 Section 9.9 Assignment . provided however
 Section 9.10 Counterparts .
 Section 9.11 Waiver of Jury Trial
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Section 9.12 Consent to Jurisdiction
 Section 9.13 Attorney Fees
 Section 9.14 Remedies Cumulative; Specific Performance
 Section 9.15 Time is of Essence
 Section 9.16 Executory Nature of the Duties Imposed by this Agreement
 Section 9.17 Bankruptcy Rights
 Section 9.18 Release
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
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Released Claims
 [SIGNATURE PAGE FOLLOWS]
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Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.
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BUYERINTERMUNE, INC./s/ Daniel G. WelchBy:
    
    Daniel G. WelchIts:
    
    President and CEOSELLERSKDL GmbH/s/ Kjell H. GaustadBy:
    

Kjell H. GaustadIts:
    
    Managing Director/s/ Shitotomo YamauchiDR. Shitotomo Yamauchi
  [ * ] = Certain information on this page has been redacted and filed separately with the
Securities and Exchange Commission.
Confidential treatment has been requested
with respect to the omitted portions.