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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.
 EXHIBIT 10.59
 EXECUTION COPY
 ASSET PURCHASE AGREEMENT
  INTERMUNE, INC.
  MARNAC, INC.
  and
 DR. SOLOMON B. MARGOLIN




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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
    
    
    10Section 2.4
    
    Excluded Liabilities
    
    
    10Section 2.5
    
    Purchase Price
    
    
    11Section 2.6
    
    Risk of Loss
    
    
    12Section 2.7
    
    Allocation
    
    
    12ARTICLE 3 CLOSING
    
    
    13Section 3.1
    
    Closing
    
    
    13Section 3.2
    
    Closing Deliveries by the Sellers
    
    
    13Section 3.3
    
    Closing Deliveries and Payments by the Buyer
    
    
    13Section 3.4
    
    Closing Deliveries by the Buyer and the Sellers
    
    
    14Section 3.5
    
    Liabilities Related to Finders or Brokers Fees
    
    
    14Section 3.6
    
    Further Actions
    
    
    14Section 3.7
    
    Withholdings
    
    
    14ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    14Section 4.1
    
    Organization and Authority
    
    
    15Section 4.2
    
    Title to Purchased Assets
    
    
    15Section 4.3
    
    Consents; No Violations
    
    
    15Section 4.4
    
    Compliance with Laws and Litigation
    
    
    15Section 4.5
    
    Contracts
    
    
    16Section 4.6
    
    Tax Matters
    
    
    16Section 4.7
    
    Intellectual Property
    
    
    16Section 4.8
    
    Product Records
    
    
    17Section 4.9
    
    Brokers, Finders, etc
    
    
    17Section 4.10
    
    No Other Agreements to Sell the Purchased Assets
    
    
    18Section 4.11
    
    Disclosure
    
    
    18Section 4.12
    
    Inventory
    
    
    18Section 4.13
    
    Regulatory Approvals
    
    
    18Section 4.14
    
    Regulatory Compliance
    
    
    19Section 4.15
    
    Disclaimer of Implied Warranty
    
    
    20ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    20Section 5.1
    
    Organization and Authority
    
    
    21Section 5.2
    
    Consents; No Violations
    
    
    21Section 5.3
    
    Brokers, Finders, etc
    
    
    21ARTICLE 6 CERTAIN OTHER COVENANTS
    
    
    21Section 6.1
    
    Cooperation
    
    
    21Section 6.2
    
    Billing and Invoices
    
    
    23
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Section
    
    PageSection 6.3
    
    Adverse Experience Reports
    
    
    24Section 6.4
    
    Regulatory Matters
    
    
    24Section 6.5
    
    Covenant Not To Compete
    
    
    24Section 6.6
    
    Exclusive License; Right of First Refusal
    
    
    25Section 6.7
    
    Tax Matters
    
    
    26Section 6.8
    
    Notice to Third Parties
    
    
    28Section 6.9
    
    Clinical Trials
    
    
    28Section 6.10
    
    Compassionate Use Programs
    
    
    28Section 6.11
    
    Patent Maintenance
    
    
    28Section 6.12
    
    [ * ]
    
    
    28ARTICLE 7 CONDITIONS TO CLOSING
    
    
    29Section 7.1
    
    Conditions Precedent to Buyers Obligations
    
    
    29Section 7.2
    
    Conditions Precedent to Sellers Obligations
    
    
    30ARTICLE 8 INDEMNIFICATION
    
    
    31Section 8.1
    
    Survival of Representations and Warranties
    
    
    31Section 8.2
    
    Indemnification
    
    
    31Section 8.3
    
    Right of Setoff
    
    
    33ARTICLE 9 MISCELLANEOUS PROVISIONS
    
    
    33Section 9.1
    
    Confidentiality and Publicity
    
    
    33Section 9.2
    
    Notices
    
    
    34Section 9.3
    
    Governing Law
    
    
    35Section 9.4
    
    Representation By Counsel
    
    
    35Section 9.5
    
    Expenses
    
    
    35Section 9.6
    
    Entire Agreement
    
    
    35Section 9.7
    
    Amendment; Waiver
    
    
    35Section 9.8
    
    Severability
    
    
    35Section 9.9
    
    Assignment
    
    
    36Section 9.10
    
    Counterparts
    
    
    36Section 9.11
    
    Waiver of Jury Trial
    
    
    36Section 9.12
    
    Consent to Jurisdiction
    
    
    36Section 9.13
    
    Attorney Fees
    
    
    36Section 9.14
    
    Remedies Cumulative; Specific Performance
    
    
    36Section 9.15
    
    Time is of Essence
    
    
    37Section 9.16
    
    Executory Nature of the Duties Imposed by this Agreement
    
    
    37Section 9.17
    
    Bankruptcy Rights
    
    
    37Section 9.18
    
    Release
    
    
    37
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EXECUTION COPY
 ASSET PURCHASE AGREEMENT
(Marnac Agreement)
 Agreement Buyer Marnac Dr. Margolin Sellers
 RECITALS
 KDL Japan Licensors Existing License Agreement
 Shionogi License Agreement Shionogi
   ARTICLE 1
DEFINITIONS
 Section 1.1 Defined Terms .
 Action
 Affiliate
 Agreement
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 -1-




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Allocation Section 2.7
 Ancillary Agreements
 Approval Notice and Report Section
6.6(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)
 Clinical Trials
 Closing Section 3.1
 Closing Date Section 3.1
 Closing Payment Section 2.5(a)
 Code
 Compassionate Use Programs Section
2.3(c)
 Competing Product
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Confidentiality Agreement Section 9.1
 Consents Section 4.3(a)
 Contract
 Copyrights
 Damages  Section 8.2(a)
 Data Safety Exchange Agreement Section
6.3
 Diligence Period  Section 6.6(c)
 Dr. Margolin
 EMEA
 Encumbrance
 Excluded Assets
 Excluded Liabilities Schedule 2.4(a)
 Existing License Agreement
 FDA
 Governmental Authority
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IND
 Indemnified Party Section 8.2(c).
 Indemnifying Party Section 8.2(c)
 Intellectual Property
 Interim Agreement
 IP Assignments Section 3.2(b)
 IRS
 KDL Japan
 Know-How
 Knowledge of the Sellers to the Sellers Knowledge
 Law
 Liability
 Licensors
 MAA Milestone Payment Section
2.5(c)(iii)
 Marnac
 Material Adverse Effect
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Milestone Payments
 NDA Milestone Payment Section
2.5(c)(ii)
 Non-Income Taxes provided however
 Officers Certificate Section 3.2(d)
 Order
  Other Party Section 6.7(e)(iii)
 Party Parties
 Patents
 Permitted Encumbrances
 Person
 Phase III Milestone Payment Section
2.5(c)(i)
 Pirfenidone
 Post-Closing Tax Period
 Pre-Closing Tax Period
 Patent Transferor Section 6.6(a)
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Product
 Product Business
 Product Copyrights
 Product Data
 Product Intellectual Property
 Product Inventory
 Product Know-How
 Product Patents
 Product Records
 Product Trademarks
 Purchased Assets Schedule 1.1(a) Assumed Contracts Regulatory
Approvals Product
Data Copyrights Product Copyrights Patents
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Product Patents Trademarks Product Trademarks Product
Intellectual Property Product Records Schedule 1.1(a) Clinical Trials Product Inventory
 Product Registrations
 Purchase Price Section 2.5
 Recipient Party Section 6.7(e)(iii)
 Regulations
 Regulatory Approvals
 Released Claims Section 9.18
 Representative
 Restricted Territory
 Right of First Refusal Section 6.6(d)
 ROFR Notice Section 6.6(d)
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Schedules
 SEC
 Sellers
 Sellers Disclosure Schedule
 Sellers Proprietary Information Section
9.1(c)
 Shionogi
 Shionogi Assets
 Shionogi License Agreement
  Straddle Period
 Survival Date Section 8.1(a)
 Taxes
 Tax Period
 Tax Return
 Trademarks
 Transition Period Section 6.1(c)
 Transfer Taxes
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Section 1.2 Construction.
         ARTICLE 2
THE TRANSACTION
 Section 2.1 Transfer of Purchased Assets .
 Section 2.2 Excluded Assets
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Section 2.3 Assumed Liabilities Section 2.3 Assumed
Liabilities
  Section 6.1(d) Section 6.1(d)
 Schedule 1.1(a) Compassionate Use
Programs Section 6.1(d) Section 6.1(d)
 Schedule 2.3(d)
 Section 2.3 Section 2.3
 Section 2.4 Excluded Liabilities . Section 2.3 Excluded Liabilities
  Section 2.3(a)
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Section 2.3
 Section 4.9
  Section 2.5 Purchase Price Purchase Price
 Closing Payment Section 2.3 Schedule 2.5 Closing Payment Section 2.3
 Deferred Payment Article 8 Schedule
2.5
 Milestone Payments Article 8
 Schedule 2.5 Phase III Milestone Payment
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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 6.5 Schedule 2.7 Section 6.7(c)
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ARTICLE 3
CLOSING
 Section 3.1 Closing . Sections 7.1 and 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
    Certificate of Good Standing
 Section 3.3 Closing Deliveries and Payments by the Buyer
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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 2.4 Section 8.2(a)(iii)
 Section 3.6 Further Actions . Section 8.2
 Section 3.7 Withholdings
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
 Sellers Disclosure Schedule
 Section 4.1 Organization and Authority
 Section 4.2 Title to Purchased Assets
 Section 4.3 Consents; No Violations
 Consents
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Section 4.4 Compliance with Laws and Litigation
   Section 4.5 Contracts .
   Section 4.6 Tax Matters .
 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
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Section 4.10 No Other Agreements to Sell the Purchased Assets
 Section 4.11 Disclosure .
 Section 4.12 Inventory Section 4.12(a)
 Section 4.13 Regulatory Approvals .
 Section 4.13(a)
  Section 4.13(a)
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Section 4.14 Regulatory Compliance.
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Section 4.14(i)
  Section 4.15 Disclaimer of Implied Warranty Notwithstanding the foregoing, each Seller hereby acknowledges that nothing set forth in
this Section 4.15 shall relieve the Sellers of any liability to the Buyer arising out of
any actual fraud or intentional misrepresentation of the Sellers or any of their respective
Representatives in connection with the transactions contemplated by this Agreement.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
 Buyer Disclosure Schedule
 Section 5.1 Organization and Authority
 Section 5.2 Consents; No Violations .
   Section 5.3 Brokers, Finders, etc
 ARTICLE 6
CERTAIN OTHER COVENANTS
 Section 6.1 Cooperation
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Section 3.2 Transition Period Section 6.1(d)
 Section 6.1(d) Section 6.1(d) Section 6.1
  provided Section 6.1(f) Article 7
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Section 6.1(f)
 provided
 
    
    Pharmacokinetics and Metabolism of Intervenous Pirfenidone in Sheep (in press);
    
    [ * ];
    
    [ * ];
    
    [ * ]; and
    
    [ * ]
  Section 6.2 Billing and Invoices .
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Section 6.3 Adverse Experience Reports Data Safety Exchange Agreement
 Section 6.4 Regulatory Matters
 Section 6.1(d)
  Section 6.1(d)
 Section 6.5 Covenant Not To Compete .
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Acknowledgment of the Sellers Section
6.5 Section 6.5
 Non-Competition Covenants; Scope
 Section 6.5 Section 6.5
 Section 6.5
 Injunctive Relief Section 6.5 Section 6.5 Section 6.5
 Section 6.6 Exclusive License; Right of First Refusal .
 Patent Transferor
 Section
6.6(a) Section 6.6(a) Section 6.6(a)
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Section 6.6(a) Section 6.6(a) Section 6.6(a)
 Approval Notice
and Report Diligence Period
 Right of
First Refusal ROFR Notice Section 6.6(d)
 Section 6.7 Tax Matters
 Notices
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Section 6.6(a) Section 6.9
 Transfer Taxes
 Characterization of Payments
 FIRPTA Certificate
 Allocation of Taxes
 Section 6.7
  Recipient Party Other
Party Section 6.7(e) Section 6.7(e)
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Cooperation
 Section 6.8 Notice to Third Parties
 Section 6.9 Clinical Trials Section 6.1(d) Section 2.3(b
 Section 6.10 Compassionate Use Programs Section 6.1(d) Section 2.3(c
 Section 6.11 Patent Maintenance Section 6.11
 Section 6.12 [ * ]
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Section 6.12 provided Section 6.12
 ARTICLE 7
CONDITIONS TO CLOSING
 Section 7.1 Conditions Precedent to Buyers Obligations .
 Representations and Warranties
   Performance of Obligations
 Release of Liens
 Legal Requirements
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Closing Deliveries Sections 3.2 3.4
 FIRPTA Compliance Section 6.7(d)
 Termination or Release of Third Party Finders Agreements
 Section 7.2 Conditions Precedent to Sellers Obligations .
 Representations and Warranties
   Performance of Obligations
 Closing Deliveries Section 3.4
 Legal Requirements
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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
 Section 8.2 Indemnification .
 Sellers Indemnification Obligations Damages
 Article 8
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Buyers Indemnification Obligations
 Defense of Claims Claim Indemnified Party Indemnifying Party Section 8.2 Claim
Notice Section 8.3 provided however Section 8.2
 Cooperation provided however Section 8.2(d) Section 8.2(c)(ii)
 Equitable Relief; No Waiver
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Section 8.3 Right of Setoff . Section 6.7(e) Section 6.7(e)
 ARTICLE 9
MISCELLANEOUS PROVISIONS
 Section 9.1 Confidentiality and Publicity .
 Section 9.1 Section 9.1
 Buyer Proprietary Information
 Sellers Proprietary Information
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provided
  Section 9.2 Notices
  
  
  
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Section 9.3 Governing Law
 Section 9.4 Representation By Counsel
 Section 9.5 Expenses
 Section 9.6 Entire Agreement
 Section 9.7 Amendment; Waiver
 Section 9.8 Severability
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Section 9.9 Assignment . provided however
 Section 9.10 Counterparts .
 Section 9.11 Waiver of Jury Trial
 Section 9.12 Consent to Jurisdiction
 Section 9.13 Attorney Fees
 Section 9.14 Remedies Cumulative; Specific Performance
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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 Released Claims
  [SIGNATURE PAGE FOLLOWS]
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BUYER
INTERMUNE, INC./s/ Daniel G. WelchBy: Daniel G. WelchIts: President and CEOSELLERS
MARNAC, INC./s/ Solomon B. MargolinBy: Solomon B. MargolinIts: President/s/ Solomon B. MargolinDR. SOLOMON B. MARGOLIN [ * ] = 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.