<PAGE>
EXHIBIT 10.32
***TEXT OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(B)(4)
AND 240.24B-2.
AMENDMENT NO. FOUR TO LICENSE AND COMMERCIALIZATION AGREEMENT
This AMENDMENT NO. FOUR TO LICENSE AND COMMERCIALIZATION AGREEMENT
(the
"AMENDMENT NO. FOUR") is made effective as of December 22nd, 2005
(the
"AMENDMENT EFFECTIVE DATE"), and is entered into by and between
AMGEN INC., a
Delaware corporation having its principal place of business at One
Amgen Center
Drive, Thousand Oaks, CA 91320-1799 ("AMGEN") and INTERMUNE, INC.,
a Delaware
corporation having its principal place of business at 3280 Bayshore
Blvd.,
Brisbane, CA 94005 ("INTERMUNE"). Amgen and InterMune are sometimes
referred to
herein individually as a "PARTY" and collectively as the "PARTIES,"
and
references to "InterMune" and "Amgen" shall include their
respective Affiliates.
All capitalized terms used herein shall have the meaning given to
them in the
Original Agreement (as defined below) unless otherwise defined
herein.
Background
WHEREAS, the Parties entered into that certain License and
Commercialization Agreement effective as of June 15th, 2001, as
amended (the
"ORIGINAL AGREEMENT") pursuant to which Amgen granted certain
rights to
InterMune relating to the Licensed Products; and
WHEREAS, the Parties now desire to further amend the Original
Agreement.
NOW
THEREFORE, based on the foregoing premises and the mutual covenants
and
obligations set forth below, and for good and valuable
consideration, the
receipt and sufficiency of which the Parties hereby acknowledge,
the Parties
hereby agree as follows:
1. The following shall be added to the Original Agreement as a new
Section
2.3(i):
"(i) Amgen hereby grants to InterMune an exclusive [***] license
under
Amgen's entire right, title and interest in and to the internet
domain
name
<infergen.com>, with the right to grant sublicenses (subject
to
InterMune's compliance with Section 2.5 of this Agreement), to link
to
such domain name solely on InterMune's website, and to use such
domain
name solely in connection with the Licensed Products in the
Territory.
InterMune shall reasonably consider any comments that Amgen or
Other
Licensees may have with respect to the <infergen.com> website
and
content thereof. InterMune shall be solely responsible for
maintaining
the internet domain name <infergen.com&g
