Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)

On February 25, 2013, InterMune, Inc. (the "Company"), in consultation with the Company's independent registered public accounting firm, Ernst & Young LLP, concluded that restatements are required to its previously reported financial results for the three and six month periods ended June 30, 2012 and three and nine month periods ended September 30, 2012. The Company has also determined to restate its previous presentation of its comparable financial results for the three and six month periods ended June 30, 2011 and the three and nine month periods ended September 30, 2011 as stated in the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2012 and September 30, 2012. The restatements will have no impact on the Company's consolidated net income or loss or the consolidated statements of cash flows for either of the full years ended December 31, 2012 and 2011, and it will also have no impact on the Company's consolidated balance sheets or consolidated statements of stockholders' equity at either December 31, 2012 or 2011.

The restatements for the three and six month periods ended June 30, 2012 and three and nine month periods ended September 30, 2012 relate to a failure to correctly record an intraperiod tax allocation resulting from the Company's sale on June 19, 2012 of its worldwide development and commercialization rights to the pharmaceutical product containing Interferon Gamma-1b sold under the tradename Actimmune. Under Accounting Standards Codification (ASC) 740, accounting for income taxes, intraperiod tax allocation rules require that the provision for income taxes be allocated between continuing operations and other categories of earnings, such as discontinued operations. The Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2012 and September 30, 2012 did not correctly present the intraperiod tax allocation of income tax expense (benefit) from continuing and discontinued operations in accordance with ASC 740.

On February 27, 2013, the Audit Committee of the Company's Board of Directors met and determined that it concurred with management's conclusion that the financial statements included in the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2012 and September 30, 2012 should no longer be relied upon. In addition, the unaudited preliminary condensed consolidated statement of operations furnished in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2013 should also not be relied upon for the three month period ended December 31, 2012.

The required restatements and revisions to the presentation of comparable periods will be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 to be timely filed on March 1, 2013.

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