X0303 4 2011-01-31 0 0001104506 INSMED INC INSM 0001269592 GUPTA RENU C/O INSMED INCORPORATED 8720 STONY POINT PARKWAY, SUITE 200 RICHMOND VA 23235 0 1 0 0 Chief Medical Officer Stock Option - Right to Buy 0.59 2011-01-31 4 A 0 248000 0.59 A 2012-01-31 2021-01-31 Common Stock 248000 248000 D Restricted Stock Units 2011-01-31 4 A 0 558000 0.00 A Common Stock 558000 806000 D This Option shall be exercisable with respect to twenty-five percent (25%) of the shares of Common Stock subject to this Option on the first anniversary of the Date of Grant and with respect to an additional twelve and a half percent (12.5%) of the shares of Common Stock subject to this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant. Pursuant to the Management Agreement these awards are subject to both time (50% of the Award) and performance-based (50% of the Award) vesting. The portion of the Award subject to time-based vesting shall vest on the 3rd anniversary of the grant date or January 31, 2014, so long as the member of management continues to be employed by the Company. The portion of the Award subject to performance-based vesting shall vest based on the date on which the Board determines that Arikace has achieved its primary endpoint in a Phase III trial, provided that the Grantee continues to be employed with the Company on such date. Restricted Stock Units will be paid to the grantee in cash upon vesting, unless one of the following occurs: 1) the shareholders of the issuer approve an amendment to the issuer's Amended & Restated 2000 Stock Incentive Plan to increase the number of shares of common stock that may be issued under the plan or 2) additional shares become available to the plan through stock option expirations and/or employee terminations, in which case the grantee may receive shares of common stock in lieu of cash. /s/ Renu Gupta 2011-02-01