Attached files

file filename
EX-32.1 - CERTIFICATION REQUIRED BY RULE 13A-14(B) OR RULE 15D-14(B) - INTERMUNE INCd370181dex321.htm
EX-31.2 - CERTIFICATION REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - INTERMUNE INCd370181dex312.htm
EX-31.1 - CERTIFICATION REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - INTERMUNE INCd370181dex311.htm
EX-2.1A - ASSET PURCHASE AGREEMENT - INTERMUNE INCd370181dex21a.htm
EXCEL - IDEA: XBRL DOCUMENT - INTERMUNE INCFinancial_Report.xls
10-Q - FORM 10-Q - INTERMUNE INCd370181d10q.htm

Exhibit 2.1B

AMENDMENT TO ASSET PURCHASE AGREEMENT

This AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Amendment”), dated as of June 18, 2012, is made and entered into by and among Vidara Therapeutics International Limited, an Irish company (“Purchaser”), Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Parent”), Vidara Therapeutics Research Limited, an Irish company (“Opco”) and InterMune, Inc., a Delaware corporation (“Seller”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in the Agreement (as defined below).

RECITALS

WHEREAS, Purchaser, Parent, Opco and Seller entered into that certain Asset Purchase Agreement dated as of May 17, 2012 (the “Agreement”);

WHEREAS, due to a scrivener’s error, the attachment to Section 3.13(c) of the Seller Disclosure Schedule erroneously set forth the number of “Vials Sold Canada” and “Vials Sold US”;

WHEREAS, due to a scrivener’s error, Schedule 1.1(d) to the Agreement and Section 3.7 of the Seller Disclosure Schedule included an agreement which is not an Assumed Contract; and

WHEREAS, Purchaser, Parent, Opco and Seller desire to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises, representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.1 Amendments.

(a) The attachment to Section 3.13(c) of the Seller Disclosure Schedule is hereby amended and restated in its entirety as set forth in Exhibit A hereto.

(b) The following agreement is hereby deleted in its entirety from Schedule 1.1(d) to the Agreement and Section 3.7 of the Seller Disclosure Schedule: Second Amended and Restated Materials Transfer Agreement between National Jewish Health and InterMune, Inc. dated November 22, 2010.

Section 1.2 Miscellaneous Provisions.

(a) Article X of the Agreement shall apply hereto mutatis mutandis.

(Signature Pages Follow)


IN WITNESS WHEREOF, the Parties have caused the Amendment to be executed as of the first date written above.

 

VIDARA THERAPEUTICS INTERNATIONAL LIMITED
By:  

/s/ Bala Venkataraman

Name:   Bala Venkataraman
Title:   Director
VIDARA THERAPEUTICS HOLDINGS LLC
By:  

/s/ Virinder Nohria

Name:   Virinder Nohria
Title:   President
VIDARA THERAPEUTICS RESEARCH
LIMITED
By:  

/s/ David G. Kelly

Name:   David G. Kelly
Title:   Director and Chief Financial Officer

Signature Page to Amendment to Asset Purchase Agreement


INTERMUNE, INC.
By:  

/s/ John C. Hodgman

Name:   John C. Hodgman
Title:  

Chief Financial Officer and

Senior Vice President, Finance

Signature Page to Amendment to Asset Purchase Agreement