INTERMUNE PHARMACEUTICALS INC
8-K, 2001-01-19
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                    ---------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    ---------------------------------------

           DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 19, 2001

                         INTERMUNE PHARMACEUTICALS, INC.
              (Exact name of registrant as specified in its charter)

             DELAWARE                     0-29801              94-3296648
 (State or other jurisdiction of      (Commission File      (I.R.S. Employer
  incorporation or organization)           Number)         Identification No.)

           1710 GILBRETH ROAD, SUITE 301, BURLINGAME, CALIFORNIA 94010
                    (Address of principal executive offices)

                                (650) 409-2020
              (Registrant's telephone number, including area code)

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ITEM 5.  OTHER EVENTS

          On January 5, 2001 InterMune Pharmaceuticals, Inc. (the "Company")
and ALZA Corporation ("ALZA") closed a product acquisition agreement by which
the Company acquired exclusive rights to the FDA-approved product
Amphotec-Registered Trademark-. The transaction terms include payments by the
Company of an upfront license fee of $9.0 million, milestone payments based
upon sales levels and the development of the product in combination with the
Company's FDA-approved product, ACTIMMUNE-Registered Trademark-, and
royalties payable upon net sales levels. The Company received exclusive
regulatory approval, patent and trademark rights relating to the product. The
product is an FDA-approved lipid-complexed form of amphotericin B indicated
for the treatment of invasive aspergillosis, a life-threatening fungal
infection. Amphotec-Registered Trademark- is sold outside of the United
States as Amphocil-Registered Trademark- in more than 20 countries. The
product was originally developed by SEQUUS Pharmaceuticals, Inc., which was
acquired by ALZA in 1999. Worldwide gross revenues for the product were
approximately $4 million in 2000.

          A copy of the Company's and ALZA's press release announcing the
transaction is attached to this Current Report on Form 8-K as Exhibit 99.1

ITEM 7.   EXHIBITS


<TABLE>
<CAPTION>

         Exhibit No.                        Description
         ----------                         -----------

<S>                                <C>

         Exhibit 99.1               Press Release, dated January 10, 2001.

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                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       InterMune Pharmaceuticals, Inc
                                       (Registrant)

                                       By:  /s/ TIMOTHY P. LYNCH

                                       ---------------------------------
                                       Vice President of Finance and
                                       Administration and Chief Financial
                                       Officer

January 19, 2001



                                INDEX TO EXHIBITS


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<CAPTION>

         Exhibit No.                  Description
         ----------                   -----------

<S>                        <C>

         Exhibit 99.1      Press Release, dated January 10, 2001.


</TABLE>






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