##### 



Exhibit 10.5
 INTERMUNE, INC.
 AMENDED AND RESTATED 2000 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
 ADOPTED FEBRUARY 8, 2000
APPROVED BY STOCKHOLDERS MARCH 20, 2000
AMENDED ON JUNE 19, 2002
AMENDED ON MARCH 5, 2003
APPROVED BY STOCKHOLDERS MAY 29, 2003
AMENDED AND RESTATED ON APRIL 2, 2004
APPROVED BY STOCKHOLDERS MAY 27, 2004
AMENDED AND RESTATED ON MAY 25, 2006
AMENDED AND RESTATED ON MARCH 7, 2007
 1. Purposes.
 (a) Amendment and Restatement. Prior Plan
 (b) Eligible Option Recipients.
 (c) Available Options.
 (d) General Purpose.
 2. Definitions.
 (a) Affiliate
 (b) Annual Grant
 (c) Annual Meeting
 - 1 -




---



##### 



(d) Board
 (e) Chairman
 (f) Chairman Annual Grant
 (g) Chairman Partial Grant
 (h) Code
 (i) Common Stock
 (j) Company
 (k) Consultant
 (l) Continuous Service
 (m) Director
 (n) Director Annual Grant
 - 2 -




---



##### 



(o) Disability
 (p) Employee
 (q) Exchange Act
 (r) Initial Grant
 (s) Fair Market Value
 (i)
 (ii)
 (t) New Director Partial Grant
 (u) Non-Employee Director
 (v) Nonstatutory Stock Option
 (w) Officer
 (x) Option
 (y) Option Agreement
 (z) Optionholder
 - 3 -




---



##### 



(aa) Partial Grant
 (bb) Plan
 (cc) Rule 16b-3
 (dd) Securities Act
 3. Administration.
 (a) Administration By Board .
 (b) Powers Of Board.
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 (c) Effect Of Board  s Decision.
 4. Shares Subject to the Plan.
 (a) Share Reserve.
 - 4 -




---



##### 



(b) Reversion Of Shares To The Share Reserve.
 (c) Source Of Shares.
 5. Eligibility.
  6.  Non-Discretionary Grants.
 (a) New Director Grants.
 (i) Initial Grant
 (ii) New Director Partial Grant
 - 5 -




---



##### 



(b) Director Annual Grants. Director Annual Grant
 (c) Chairman Grants.
 (i) Chairman Annual Grant
 (ii) Chairman Partial
Grant
 7. Option Provisions.
  (a) Term.
 - 6 -




---



##### 



(b) Exercise Price.
 (c) Consideration.
 (i)
 (ii) Delivery
 (iii)
 (d) Transferability.
 (e) Exercise Schedule.
 - 7 -




---



##### 



(f) Vesting Schedule.
 (i) provided however
 (ii) provided however
 (iii) provided however
 (g) Termination Of Continuous Service.
 (h) Disability Of Optionholder.
 (i) Death Of Optionholder.
 - 8 -




---



##### 



(j) Extension Of Termination Date.
 8. Covenants of the Company.
 (a) Availability Of Shares.
 (b) Securities Law Compliance.
 9. Use of Proceeds from Stock.
  10. Miscellaneous.
 (a) Stockholder Rights.
 - 9 -




---



##### 



(b) No Service Rights.
 (c) Investment Assurances.
 (d) Withholding Obligations.
 11. Adjustments upon Changes in Stock.
 (a) Capitalization Adjustments.
 - 10 -




---



##### 



(b) Dissolution Or Liquidation.
 (c) Change In Control.
 12. Amendment of the Plan and Options.
 (a) Amendment Of Plan.
 (b) Stockholder Approval.
 (c) No Impairment Of Rights.
 - 11 -




---



##### 



(d) Amendment Of Options.
 13. Termination or Suspension of the Plan.
 (a) Plan Term.
 (b) No Impairment Of Rights.
 14. Effective Date of Plan and Amendments.
 (a)
 (b)
 15. Choice of Law.
  - 12 -




---



##### 



InterMune, Inc.
2000 Non-Employee Directors Stock Option Plan
Notice of Grant of Stock Option and Stock Option Terms And Conditions
  InterMune, Inc3280 Bayshore BoulevardBrisbane, CA 94005(415) 466-2200«First» «Middle» «Last»
    
    Social Security Number:                    «SS_No»«Address»
    
    Grant Number:                                   «Grant_No»«City», «State» «Zip»Date of Grant:
    
    «Date___of_Grant»Vesting Commencement Date:
    
    «Vesting_Start_Date»Exercise Price per Share:
    
    $«Exercise_Price»Total Number of Shares Granted:
    
    «No_Granted»Total Exercise Price:
    
    $«Total_Exercise_Price»Term/Expiration Date:
    
    «Term_Date»Type of Option:
    
    Nonstatutory Stock Option
 Vesting Schedule:       The Shares subject to this Option shall vest according to the following schedule:One Thirty-Sixth (1/36) of the Shares shall vest monthly after the VestingCommencement Date.
 Optionee acknowledges and agrees
that the vesting of shares pursuant to this option (the
Option) is earned only by
continuing to serve as a director of InterMune, Inc. (the
Company) (not through the act of being elected as a
director, being granted this Option or acquiring shares hereunder). Optionee further acknowledges and agrees that
nothing in this agreement, nor in the Companys 2000
Non-Employee Directors Stock Option Plan (the Plan), which
Plan is incorporated herein by reference, shall confer upon Optionee any right with respect to continuation of service
as a director of the Company.Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and
provisions of such Plan. Optionee hereby accepts this Option subject to all of the terms and provisions hereof.
Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon
any questions related to this Option or arising under the Plan. Optionee further agrees to notify the Company upon
any change in the residence address indicated above.This Option is governed by the Stock Option Terms and Conditions attached hereto and incorporated herein by this
reference. By Optionees signature below, Optionee agrees to be bound by all of the terms and conditions of the Plan
and the Stock Option Terms and Conditions attached hereto.
 Date:Robin SteeleSenior Vice President and General CounselOptionee Signature
    
    Date




---



##### 



INTERMUNE, INC.  2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN  STOCK OPTION AWARD TERMS AND CONDITIONS
 1. Plan Incorporated by Reference Plan
 2. Option Shares and Exercise Price Shares Exercise Price
 3. Exercisability Schedule
 4. Payment of Exercise Price
  Board provided
 provided
   5. No Fractional Shares
 6. Compliance with Securities Laws Act
 7. Option Term
 2




---



##### 



Cause
 8. Method of Exercise
 9. Withholding
 10. Option Not Transferable
 11. No Right to Service
 12. Notices
 -3-




---



##### 



13. Section 409A .
 -4-