10-K/A 1 d62949_10-ka.htm ARIAD PHARMACEUTICALS 10-K/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1 to Form 10-K)
 
  (Mark One)  
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
    SECURITIES EXCHANGE ACT OF 1934  
    For the fiscal year ended December 31, 2004  
    OR  
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  
    THE SECURITIES EXCHANGE ACT OF 1934  
   
  For the transition period from _____________ to _____________
  Commission file number 033-76414
   

ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware   22-3106987
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer Identification No.)
 

26 Landsdowne Street, Cambridge, Massachusetts 02139-4234

  (Address of principal executive offices)  (Zip Code)
     

Registrant’s telephone number, including area code: (617) 494-0400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 Par Value

Rights to Purchase Series A Preferred Stock
 
      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 

Yes       No 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

 
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes       No 

      The aggregate market value of the registrant’s common stock held by nonaffiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), computed by reference to the price at which the common stock was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was $357 million.

      As of February 17, 2005, the registrant had 52,824,783 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.



EXPLANATORY NOTE

                ARIAD Pharmaceuticals, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on February 18, 2005, for the purpose of amending and restating in its entirety Item 9B, Item 11 and Item 15(a)(3) of such Annual Report on Form 10-K, as set forth below. This Amendment No. 1 on Form 10K/A does not change our previously reported financial statements and other financial disclosures.



PART II

ITEM 9B:      OTHER INFORMATION

Director Compensation

On January 17, 2005, we granted 10,000 shares of our common stock under our 2001 Stock Plan to our non-employee directors, Sandford D. Smith, Michael D. Kishbauch, Jay R. LaMarche, Athanase Lavidas, Ph.D., Peter J. Nelson, Burton E. Sobel, M.D., Mary C. Tanner and Elizabeth H. S. Wyatt, for their service on the Board during fiscal 2005.

Executive Compensation

Listed below are the salaries and bonuses for our executive officers that were awarded during fiscal 2004 and the salaries that have been established for fiscal 2005. Bonuses for fiscal 2005 have not yet been determined.

 
Executive Officer
2004 Salary
  2004 Bonus (1)
  2005 Salary
 
                   
Harvey J. Berger, M.D. $ 480,000   $ 0   $ 504,000  
      Chairman of the Board of Directors, Chief Executive
      Officer and President
                   
Laurie A. Allen, Esq. $ 265,000   $ 90,000   $ 288,000  
      Senior Vice President, Chief Legal Officer and Secretary
                   
David L. Berstein, Esq. $ 275,000   $ 90,000   $ 288,000  
      Senior Vice President, Chief Patent Counsel
                   
Timothy P. Clackson, Ph.D $ 262,000   $ 90,000   $ 290,000  
      Senior Vice President, Chief Scientific Officer
                   
Edward M. Fitzgerald $ 262,000   $ 90,000   $ 288,000  
      Senior Vice President, Chief Financial Officer and
      Treasurer
                   
John D. Iuliucci, Ph.D. $ 275,000   $ 90,000   $ 290,000  
      Senior Vice President, Chief Development Officer
                   
Camille L. Bedrosian, M.D. $ 260,000   $ 95,000   $ 290,000  
      Vice President, Chief Medical Officer
   
(1) These bonuses were awarded and deferred under our 1997 Executive Compensation Plan, a non-qualified, unfunded, deferred compensation plan.

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PART III

ITEM 11:   EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth aggregate amounts of compensation paid or accrued by us for the years ended December 31, 2004, 2003 and 2002 for services rendered in all capacities, by our Chief Executive Officer and the four next-most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2004 (the “named executive officers”).

Summary Compensation Table

 
Annual Compensation
Long-Term Compensation
   
Name and
Principal Position
  Year
  Base
Salary
  Bonus (1)
  Restricted
Stock
Awards (2)
  Securities
Underlying
Options
  All Other
Compensation (3)
 
                                         
Harvey J. Berger, M.D.     2004   $ 480,000   $ -0-   $ 769,000     150,000     $ 6,000  
Chairman, Chief Executive     2003     455,000     -0-     -0-     -0-       5,870  
Officer and President     2002     433,000     -0-     -0-     150,000       5,297  
                                         
Laurie A. Allen, Esq.     2004   $ 265,000   $ 90,000   $ -0-     50,000     $ 2,242  
Senior Vice President, Chief     2003     245,000     85,000     -0-     33,000       -0-  
Legal Officer and Secretary     2002     177,404     -0-     -0-     100,000       -0-  
                                         
Camille L. Bedrosian, M.D.     2004   $ 260,000   $ 95,000   $ -0-     70,000     $ 5,757  
Vice President,     2003     242,000     75,000     -0-     30,000       5,204  
Chief Medical Officer     2002     38,333     -0-     -0-     60,000       354  
                                         
David L. Berstein, Esq.     2004   $ 275,000   $ 90,000   $ -0-     70,000     $ 5,662  
Senior Vice President,     2003     259,000     85,000     -0-     33,000       13,557  
Chief Patent Counsel     2002     242,000     70,000     -0-     50,000       6,621  
                                         
John D. Iuliucci, Ph.D.     2004   $ 275,000   $ 90,000   $ -0-     55,000     $ 8,006  
Senior Vice President, Chief     2003     260,000     85,000     -0-     40,500       14,432  
Development Officer     2002     242,000     70,000     -0-     70,000       7,210  
                                         
(1) The amounts listed are for bonuses awarded and deferred under our 1997 Executive Compensation Plan, a non-qualified, unfunded, deferred compensation plan.
 
(2) The restricted stock award to Mr. Berger consists of 100,000 shares of our common stock granted on January 15, 2004 valued at $7.69, the closing sale price of our common stock on the date of grant. The restrictions on these shares lapsed on January 15, 2005. As of December 31, 2004, Mr. Berger held a total of 100,000 shares of restricted stock with a value of $743,000, based on the closing sale price of our common stock on December 31, 2004.
 
(3) The amounts listed for each year consist of our matching contributions of up to $6,000 per year under our 401(k) plan and, in the case of Dr. Bedrosian, Mr. Berstein, and Dr. Iuliucci, include the aggregate difference between the fair market value and the purchase cost of common stock purchased under our 1997 Employee Stock Purchase Plan. Dr. Berger is not eligible to participate in our Employee Stock Purchase Plan.
 

Option Grants in Last Fiscal Year

The following table sets forth information regarding each stock option granted during the fiscal year ended December 31, 2004to each of the named executive officers.


4


    Individual Grants
    Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Term (2) 		 
Name   Number of
Shares
Underlying
Options
Granted (1) 		    Percent of
Total
Options
Granted to
Employees in
Fiscal Year 		  Exercise
Price
(per share) 		    Expiration
Date 		     
                 
5%
   
10%
 
   
 
   
 
 
 
                                     
Harvey J. Berger, M.D.   150,000 (3)   12.6 % $
5.23
     9/09/14   $ 493,368   $ 1,250,291  
             
Laurie A. Allen, Esq.   50,000 (4)   4.2 % $
5.23
     9/09/14   $ 164,456   $ 416,764  
               
                   
Camille L. Bedrosian, M.D.   70,000 (4)   5.9 % $
5.23
     9/09/14   $ 230,238   $ 583,469  
               
                   
David L. Berstein, Esq.   20,000 (5)   1.7 % $
7.44
     6/23/14   $ 93,580   $ 237,149  
    50,000 (4)   4.2 % $
5.23
     9/09/14   $ 164,456   $ 416,764  
               
                   
John D. Iuliucci, Ph.D.   55,000 (4)   4.6 % $
5.23
     9/09/14   $ 180,902   $ 458,440  
 

(1)

Options to purchase shares of our common stock under the 2001 Stock Plan.
 
(2) These amounts, based on assumed annual appreciation rates of 5% and 10% as prescribed by the rules of the SEC, are for illustration purposes only and are not intended to forecast possible future appreciation, if any, of our stock price. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock, the option holder’s continued employment with us through the option exercise period and the date on which the option is exercised.
 

(3)

Options vest 100% on the third anniversary date of the award.
 
(4) Options vest 50% on the second anniversary date of the award, and 25% on each of the third and fourth anniversary dates of the award.
   
(5) Options are fully vested on the date of the award.
 

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table provides information regarding the exercise of options by each of the named executive officers during the fiscal year ended December 31, 2004. In addition, this table includes the number of shares covered by both exercisable and unexercisable stock options as of December 31, 2004 and the values of “in-the-money” options, which values represent the positive spread between the exercise price of any such option and either the actual or estimated fair market value of the underlying security, as applicable.

 
Name
  Shares
Acquired on
Exercise(#)
  Value
Realized (9)
  No. of Shares Underlying
Unexercised Options at
Fiscal Year-End
Exercisable/Unexercisable
  Value of Unexercised
In-the Money Options
At Fiscal Year-End
Exercisable/Unexercisable
 
                         
Harvey J. Berger, M.D.   0 (1)   0 (3)   660,250/243,750 (5) $ 2,597,248/625,313 (7)
    1,402 (2) $ 15,464 (4)   0/0 (6) $ 0/0 (8)
                         
Laurie A. Allen, Esq.   0 (1)   0 (3)   195,000/100,000 (5) $ 908,859/259,500 (7)
                         
Camille L. Bedrosian, M.D.   0 (1)   0 (3)   60,000/100,000 (5) $ 264,300/312,400 (7)
                         
David L. Berstein, Esq.   90,571 (1) $ 269,045 (3)   166,000/90,000 (5) $ 302,526/217,700 (7)
    112 (2) $ 1,235 (4)   0/0 (6) $ 0/0 (8)
                         
John D. Iuliucci, Ph.D.   20,000 (1) $ 106,200 (3)   280,750/93,750 (5) $ 1,192,260/226,475 (7)
         
    280 (2) $ 3,088 (4)   0/0 (6) $ 0/0 (8)

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(1)  Shares of our common stock acquired on exercise of options.
   
(2)  Shares of common stock of our subsidiary, AGTI, acquired on exercise of options.
   
(3) Based upon the fair market value of our common stock on the date of exercise, if any, less the exercise price.
 
(4) Based upon the estimated fair value of the common stock of AGTI, for which there is no public market, less the exercise price.
   
(5) Options to purchase shares of our common stock.
   
(6) Options to purchase common stock of our subsidiary, AGTI.
   
(7) Based upon a fair market value of $7.43 per share of common stock, which was the closing price of a share of our common stock on the NASDAQ National Market on December 31, 2004, less the per share exercise price.
 
(8) Based upon an estimated value of the common stock of AGTI, for which there was no public market on December 31, 2004, less the per share exercise price.
 
(9) Amounts shown in this column do not necessarily represent actual value realized from the sale of the shares acquired upon exercise of the option because in many cases the shares are not sold on exercise but continue to be held by the executive officer exercising the option. The amounts shown represent the difference between the option exercise price and the market price on the date of exercise, which is the amount that would have been realized if the shares had been sold immediately upon exercise.
 

Employment Agreements, Termination of Employment and Change-in-Control Arrangements

Dr. Berger, our Chairman of the Board of Directors and Chief Executive Officer, has an employment agreement with us which commenced in January 1992 and terminates in December 2007. Dr. Berger’s employment agreement is automatically renewable for successive three-year terms unless terminated by either party. The agreement provides that he shall be employed as our Chief Executive Officer, shall be nominated for election to our Board of Directors, serve as Chairman of the Board and receive an annual base salary ($480,000 during 2004 as recommended by the Compensation Committee and approved by the Board of Directors), increasing each year by at least 10% of the preceding year’s base salary, although he has not received such increments in each year of the term, including 2004. Dr. Berger is eligible each year to receive a discretionary bonus, determined by the Board of Directors, of up to 50% of his annual base salary, although he has not received such cash bonuses in prior years, including in 2004. If we fail to renew the employment agreement, we are obligated to pay Dr. Berger, in addition to his compensation for the remainder of the term, a lump sum payment equal to two times Dr. Berger’s annual salary for the final year of the term and to provide for the immediate vesting and exercisability of all stock options and other equity rights.

Dr. Berger’s employment agreement provides that, if the agreement is terminated by either party upon the occurrence of certain events, including (i) our sale or merger (or stockholder approval of a merger agreement) or an acquisition of a substantial equity interest in us by a person or group of persons, (ii) if Dr. Berger is not elected to membership on our Board of Directors and named as Chairman or designated as Chief Executive Officer or ceases to be our highest ranking executive officer or ceases to control personnel decisions with respect to our employees, (iii) if we are in material breach of the terms of his employment agreement, (iv) if we are bankrupt or insolvent or (v) if we terminate Dr. Berger’s employment agreement without cause, (1) we will pay Dr. Berger the greater of (x) any remaining salary payable during the term of the agreement plus the maximum possible bonus for each year remaining in the term (taking into account, in both cases, obligated 10% increases in salary) and (y) an amount equal to twice his current annual salary and maximum bonus for the current year of employment (the “Severance Payment”) and (2) all of his stock options, stock grants and similar equity rights will immediately vest and become exercisable. We are not obligated to make the Severance Payment if we discharge Dr. Berger for cause. If the vesting of certain benefits and the payment of certain amounts by us to Dr. Berger are treated as payments in the nature of compensation that are contingent on a “change in control” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the deductibility of such payments could, depending upon the aggregate amount of such payments, be disallowed pursuant to Section 280G of the Code and an excise tax could be imposed on Dr. Berger pursuant to Section 4999 of the Code for


6


which he would, pursuant to the employment agreement, be indemnified by us on a net after-tax basis. The employment agreement contains a non-competition provision that is effective during the term of the agreement and, if Dr. Berger is terminated for cause, for a period of one year following the date of termination.

We have also entered into employment agreements with Ms. Allen, Dr. Bedrosian, Mr. Berstein, and Dr. Iuliucci. The agreements provide for employment through December 31, 2006 (December 31, 2005 for Dr. Bedrosian) at annual base salaries increasing each year by an amount to be determined by the Compensation Committee of the Board of Directors. For the year ended December 31, 2004, Ms. Allen, Dr. Bedrosian, Mr. Berstein and Dr. Iuliucci earned base salaries of $265,000, $260,000, $275,000 and $275,000, respectively. In addition, each executive is eligible each year to receive a discretionary bonus, to be determined by the Compensation Committee of the Board of Directors, which may be paid in the form of deferred compensation under the 1997 Executive Compensation Plan, awards of our stock options or stock grants, or cash. The agreements are renewable for successive one-year terms with the mutual consent of the parties.

Our agreements with the above-named officers also provide that (i) upon a change of control, such officers will be entitled to receive, upon termination by the officer within 90 days after the change in control, any remaining salary payable during the term or six months’ salary, whichever is less, and all stock options held by such officers will immediately vest and become exercisable; and (ii) upon termination by us, without cause, such officer will be entitled to receive his or her current salary for the remaining period of the applicable term, and all outstanding options that would have vested during such term shall vest immediately.


7


PART IV

 
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
   
(a)(1) The following Consolidated Financial Statements, Notes thereto and Report of Independent Registered Public Accounting Firm have been presented in Item 8:
 
  Report of Independent Registered Public Accounting Firm
 
  Consolidated Balance Sheets
 
  Consolidated Statements of Operations
 
  Consolidated Statements of Stockholders’ Equity
 
  Consolidated Statements of Cash Flows
 
  Notes to Consolidated Financial Statements
 
(a)(2) Financial Statement Schedules:
 

Schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements or notes thereto.

 
(a)(3) The Exhibits listed in the Exhibit Index are filed herewith in the manner set forth therein.
 
(b) See (a) (3) above.
 
(c) See (a) (2) above.

8


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge and Commonwealth of Massachusetts on the 11th of March, 2005.

 
  ARIAD PHARMACEUTICALS, INC.
     
  By:  /s/ Harvey J. Berger, M.D.
  Name: Harvey J. Berger, M.D.
  Title: Chairman, Chief Executive Officer and President

9


EXHIBIT INDEX

 
Exhibit No. Title
   
3.1 Certificate of Incorporation of the Company, as amended. (18)
   
3.2 Restated By-laws of the Company, as amended. (5)
   
4.1 Principal Stockholders’ Agreement, dated as of January 5, 1992, among ARIAD Pharmaceuticals, Inc., David Blech, David Blech as trustee of The Blech Family Trust, Mark S. Germain, Harvey J. Berger, Harvey J. Berger and Wendy S. Berger as Trustees of the Berger Family Trust, Avalon Ventures and Avalon Ventures IV. (1)
   
4.2 Rights Agreement, dated as of June 8, 2000, between the Company and State Street Bank and Trust Company, which includes the Form of Certificate of Designations in respect of the Series A Preferred Stock, as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, Right Certificates will not be mailed until after the Separation Date (as defined therein). (3)
   
10.1 Lease Agreement, dated January 8, 1992, between ARIAD Pharmaceuticals, Inc. and Forest City Cambridge, Inc. (1)
   
10.2+ Executive Employment Agreement, dated as of January 1, 1992, between ARIAD Pharmaceuticals, Inc. and Harvey J. Berger, M.D. (1)
   
10.3+ ARIAD Pharmaceuticals, Inc. 1991 Stock Option Plan for Employees and Consultants, as amended. (4)
   
10.4+ ARIAD Pharmaceuticals, Inc. 1991 Stock Option Plan for Directors. (1)
   
10.5+ ARIAD Retirement Savings Plan. (1)
   
10.6** Amended and Restated Agreement, dated as of December 12, 1997, between The Board of Trustees of The Leland Stanford Junior University and ARIAD Gene Therapeutics, Inc. (7)
   
10.7+  Amendment, dated April 19, 1994, to Executive Employment Agreement between ARIAD Pharmaceuticals, Inc. and Harvey J. Berger, M.D. (2)
   
10.8+ Amendment No. 2, dated June 30, 1994, to Executive Employment Agreement between ARIAD Pharmaceuticals, Inc. and Harvey J. Berger, M.D. (4)
   
10.9+ ARIAD Pharmaceuticals, Inc. 1994 Stock Option Plan for Non-Employee Directors. (4)
   
10.10** License Agreement, dated as of September 12, 1996, between Mochida Pharmaceuticals Co., Ltd. and ARIAD Pharmaceuticals, Inc. (6)
   
10.11+ Amendment, dated January 1, 1997, to Executive Employment Agreement between ARIAD Pharmaceuticals, Inc. and Harvey J. Berger, M.D. (12)
   
10.12+ ARIAD Pharmaceuticals, Inc. 1997 Employee Stock Purchase Plan. (12)
   
10.13+ Amendment to the 1991 Stock Option Plan for Employees and Consultants. (12)
   
10.14+ Amendment to the 1994 Stock Option Plan for Non-Employee Directors. (12)
   
10.15** License Agreement, dated July 17, 1997, between ARIAD Pharmaceuticals, Inc. and Mitotix, Inc. (13)
   
10.16** Technology Purchase and Sale Agreement and related agreements, dated July 17, 1997, between ARIAD Pharmaceuticals, Inc. and Mitotix, Inc. (13)
   
10.17+ ARIAD Pharmaceuticals, Inc. 1997 Executive Compensation Plan. (7)
   
10.18+ Executive Employment Agreement, dated May 1, 1992, Fourth Amendment to Employment Agreement dated June 8, 2000, Third Amendment to Employment Agreement dated January 1, 1999, and Amendments to Employment Agreements dated January 1, 1997 and March 2, 1994 between ARIAD Pharmaceuticals, Inc. and John Iuliucci, Ph.D. (8)
   
10.19+ Executive Employment Agreement, dated August 1, 1993, Third Amendment to Employment Agreement dated June 8, 2000, and Amendments to Employment Agreements dated January 1, 1997 and March 2, 1994 between ARIAD Pharmaceuticals, Inc. and David L. Berstein, J.D. (8)
   
10.20+ Amendment, dated as of January 1, 2001, to Executive Employment Agreement with John Iuliucci, Ph.D. (9)
   
10.21+ Amendment, dated as of January 1, 2001, to Executive Employment Agreement with David Berstein, Esq. (9)
   
10.22+ ARIAD Pharmaceuticals, Inc. 2001 Stock Plan, as amended. (18)
   
10.23 Revised and Restated Research and Development Agreement, dated as of March 15, 2002, by and between ARIAD Pharmaceuticals, Inc. and ARIAD Corporation. (10)
   
10.24 Revised and Restated Research and Development Agreement, dated as of March 15, 2002, by and between ARIAD Gene Therapeutics, Inc. and ARIAD Corporation. (10)

10


10.25+ Executive Employment Agreement, dated as of March 4, 2002, between ARIAD Pharmaceuticals, Inc. and Laurie A. Allen, Esq. (10)
   
10.26 Stock Transfer Agreement between ARIAD Gene Therapeutics, Inc. and the individuals listed on Exhibit A thereto. (10)
   
10.27 Notice of Extension of Lease, dated October 2, 2001, from ARIAD Corporation to Forest City Commercial Group. (10)
   
10.28+ Executive Employment Agreement, dated May 6, 2002, between ARIAD Pharmaceuticals, Inc. and Edward M. Fitzgerald (11)
   
10.29+ Promissory Note issued pursuant to Executive Employment Agreement, dated as of March 4, 1992, by and between ARIAD Pharmaceuticals, Inc. and Laurie A. Allen, Esq., dated as of July 24, 2002 (13)
   
10.30+ Executive Employment Agreement, dated June 8, 2000, between ARIAD Pharmaceuticals, Inc. and Timothy Clackson, Ph.D.(14)
   
10.31+ Amendment to Employment Agreement, dated July 1, 2001, between ARIAD Pharmaceuticals, Inc. and Timothy Clackson, Ph.D. (14)
   
10.32+ Amendment to Employment Agreement, dated July 12, 2002, between ARIAD Pharmaceuticals, Inc. and Timothy Clackson, Ph.D. (14)
   
10.33 Agreement of Sublease, dated December 31, 1999, between ARIAD Corporation and Aventis Pharmaceuticals Inc. (14)
   
10.34 First Amendment to Sublease, dated July 26, 2002, between ARIAD Corporation and Aventis Pharmaceuticals Inc. (14)
   
10.35 Credit Agreement, dated as of March 12, 2003, by and among ARIAD Pharmaceuticals, Inc., ARIAD Corporation and ARIAD Gene Therapeutics, Inc. and Citizens Bank of Massachusetts. (15)
   
10.36 Security Agreement – All Assets, dated as of March 12, 2003, by and between ARIAD Pharmaceuticals, Inc. and Citizens Bank of Massachusetts. (15)
   
10.37 Security Agreement – All Assets, dated as of March 12, 2003, by and between ARIAD Corporation and Citizens Bank of Massachusetts. (15)
   
10.38 Security Agreement – All Assets, dated as of March 12, 2003, by and between ARIAD Gene Therapeutics, Inc. and Citizens Bank of Massachusetts. (15)
   
10.39+ Amendment to Employee Agreement, dated September 2, 2003, between ARIAD Pharmaceuticals, Inc. and Harvey J. Berger, M.D. (16)
   
10.40+ Amendment to Employee Agreement, dated September 2, 2003, between ARIAD Pharmaceuticals, Inc. and Laurie A. Allen, Esq. (16)
   
10.41+ Amendment to Employee Agreement, dated September 2, 2003, between ARIAD Pharmaceuticals, Inc. and David Berstein, Esq. (16)
   
10.42+ Amendment to Employee Agreement, dated September 2, 2003, between ARIAD Pharmaceuticals, Inc. and Timothy P. Clackson, Ph.D. (16)
   
10.43+ Amendment to Employee Agreement, dated September 2, 2003, between ARIAD Pharmaceuticals, Inc. and Edward M. Fitzgerald. (16)
   
10.44+ Amendment to Employee Agreement, dated September 2, 2003 between ARIAD Pharmaceuticals, Inc. and John D. Iuliucci, Ph.D. (16)
   
10.45+ Executive Employee Agreement, dated September 10, 2003, between ARIAD Pharmaceuticals, Inc. and Paul J. Sekhri. (16)
   
10.46+ Non-qualified Stock Option Agreement, dated October 1, 2003, between ARIAD Pharmaceuticals, Inc. and Paul J. Sekhri. (16)
   
10.47 Amendment No. 1 to Credit Agreement, dated as of December 31, 2003, by and among ARIAD Pharmaceuticals, Inc., ARIAD Corporation and ARIAD Gene Therapeutics, Inc. and Citizens Bank of Massachusetts. (17)
   
10.48 Stock Issuance Agreement, dated January 13, 2004, between ARIAD Gene Therapeutics, Inc. and ARIAD Pharmaceuticals, Inc. (17)
   
10.49 Stock Transfer Agreement, dated January 17, 2004, between ARIAD Gene Therapeutics, Inc. and the individuals listed on Exhibit A thereto. (17)
   
10.50 Amendment No. 2 to Credit Agreement dated as of December 31, 2004 by and among ARIAD Pharmaceuticals, Inc., ARIAD Corporation and ARIAD Gene Therapeutics, Inc. and Citizens Bank of Massachusetts. (19)
   
10.51 Second Amended and Restated Term Note, dated December 31, 2004, issued ARIAD Pharmaceuticals, Inc., ARIAD Corporation and ARIAD Gene Therapeutics, Inc. to Citizens Bank of Massachusetts. (19)

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10.52+* Executive Employee Agreement, dated August 19, 2002 and First Amendment to Employment Agreement dated September 2, 2003 between ARIAD Pharmaceuticals, Inc. and Camille L. Bedrosian, M.D.
   
10.53+* Executive Compensation Arrangements.
   
10.54+* Director Compensation Arrangements.
   
21.1 Subsidiaries of the Company. (19)
   
23.1 Consent of Deloitte & Touche LLP. (19)
   
31.1* Certification of the Chief Executive Officer.
   
31.2* Certification of the Chief Financial Officer.
   
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (19)
   
  Notes to Exhibits:   
     
  (+) Management Contract or Compensatory Plan or Arrangement
     
  (*) Filed Herewith.
     
  (**) Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions.
     
  (1) Incorporated by reference to Registration Statement on Form 10 of the Company filed with the Securities and Exchange Commission on June 25, 1993.
     
  (2) Incorporated by reference to Registration Statement on Form S-1 of the Company (No. 33-76414) filed with the Securities and Exchange Commission on March 11, 1994.
     
  (3) Incorporated by reference to Form 8-A of the Company filed with the Securities and Exchange Commission on June 19, 2000.
     
  (4) Incorporated by reference to Form 10-K of the Company for the fiscal year ended December 31, 1994 filed with the Securities and Exchange Commission on March 31, 1995.
     
  (5) Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-3 of the Company (No. 333-38664) filed with the Securities and Exchange Commission on June 23, 2000.
     
  (6) Incorporated by reference to Forms 10-Q of the Company filed with the Securities and Exchange Commission on May 3, 1997.
     
  (7) Incorporated by reference to Form 10-K of the Company for the fiscal year ended December 31, 1997 filed with the Securities and Exchange Commission on March 10, 1998.
     
  (8) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on August 10, 2000.
     
  (9) Incorporated herein by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on May 14, 2001.
     
  (10) Incorporated by reference to Form 10-K of the Company for the fiscal year ended December 31, 2001 filed with the Securities and Exchange Commission on March 22, 2002.
     
  (11) Incorporated herein by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on May 9, 2002.
     
  (12) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on August 12, 1997.
     
  (13) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on November 12, 1997.
     
  (14) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission in March 14, 2003.
     
  (15) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission in May 13, 2003.
     
  (16) Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission in November 4, 2003.

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  (17) Incorporated by reference to Form 10-K of the Company filed with the Securities and Exchange Commission on March 2, 2004.
     
  (18) Incorporated by reference to Registration Statement on Form S-8 of the Company (No. 333-116996) filed with the Securities and Exchange Commission on June 30, 2004.
     
  (19) Incorporated by reference to Form 10-K of the Company filed with the Securities and Exchange Commission on February 18, 2005.

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