MILLENNIUM PHARMACEUTICALS INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>fm10q093004exhibit10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                               EXHIBIT 10.3
[Millennium logo]

   MILLENNIUM PHARMACEUTICALS, INC.
   40 Landsdowne Street
   Cambridge, Massachusetts 02139
   617.679.7000
   www.millennium.com




September 28, 2004                                                     REVISED


Laurie Keating
136 Ridgeway Road
Weston, MA 02493

Dear Laurie,

This letter supersedes and replaces our previous offer letters sent to you,
dated September 2, 2004 and September 9, 2004.

On behalf of Millennium Pharmaceuticals, Inc. (the "Company"), I am pleased to
offer you the position of Senior Vice President, General Counsel and Secretary
in the Legal - Office of the General Counsel group reporting to Mark Levin,
Chief Executive Officer.

1.       EFFECTIVE DATE: The effective date of your full-time employment with
         the Company is to be determined upon your formal acceptance of this
         offer. After discussion with the hiring manager, please contact Leslie
         Niekerk in the Human Resources Department at 617.444.1381 to confirm
         your start date.

2.       SALARY: Your base salary will initially be $350,000 per annum. Your
         salary will be paid periodically in accordance with the Company's
         payroll procedures. In addition, in accordance with the Company's
         compensation practices, you will receive, approximately annually, a
         salary review which will be based on your performance, the Company's
         performance and such other factors as may be determined by the
         Company's Board of Directors.

3.       SUCCESS SHARING: If you start with the Company on or prior
         to September 30, 2004, you will be eligible to participate in the 2004
         Millennium Success Sharing cash bonus program and in future year's
         programs, which includes a fixed percentage of salary target for each
         position. Bonus payments will be made to eligible and active employees
         in March of 2005 for the 2004 Success Sharing Plan. If you start on or
         after October 1, 2004, you will be eligible to participate in the 2005
         Millennium Success Sharing cash bonus program and in future year's
         programs, with bonus payments made to eligible and active employees in
         March of 2006 for the 2005 Success Sharing Plan, and will be eligible
         for a discretionary bonus for 2004. The funding of the target is based
         on the Company meeting overall goals established at the beginning of
         each calendar year. In the event of Company performance below or above
         target, your personal bonus target may vary. Your individual bonus
         payment will also vary based on your individual performance. The target
         for your position as a member of the Management Team is currently 35%
         of your annual salary, prorated based on service during the calendar
         year. Part-time employees will be prorated based on their regular
         weekly work hours. Your manager will work with you to establish your
         individual goals, which will be the primary factor in determining your
         bonus payment. 4. BENEFITS: You and your dependents will be eligible
         for the Company's standard medical, dental, life insurance, disability
         benefits and Section 125 cafeteria plan. You will also be eligible to
         participate in the Company's 401(k) and Employee Stock Purchase plans.
         You will accrue vacation at the rate of 1.25 days per month of
         employment. Standard paid holidays will be observed. Transportation
         benefits are also available. The Company, however, reserves the right
         to modify its employee benefit programs from time-to-time.

5.       EQUITY PARTICIPATION, VESTING OF STOCK: Subject to approval
         by the Company's Board of Directors, you will be granted stock options
         exercisable for 150,000 shares of the Company's Common Stock. One third
         (1/3) of the total number of stock options will be granted on the last
         day of the calendar month in which you commence employment with the
         Company, and one third will be granted on the last day of each of the
         next two succeeding calendar months. The exercise price of these stock
         options will be equal to the fair market value of Millennium's Common
         Stock on the date of each grant. All options will vest as to one fourth
         (1/4) of the shares on the first anniversary of your commencement of
         employment with the Company and as to one forty-eighth (1/48) of the
         shares monthly thereafter until all shares are vested, provided that
         you remain employed by the Company. In the event of your death, all
         options will vest immediately as to all shares. In the event of
         termination of your employment for any reason (except as set forth in
         the preceding sentence), vesting as to all shares shall cease provided
         that you remain employed by the Company, these stock options will be
         exercisable (as to the vested portion) for 10 years from the date of
         each grant. A complete description of the terms and conditions of these
         stock options are contained in the Company's 2000 Stock Incentive Plan
         or will be contained in your stock option grant forms.

6.       EMPLOYMENT PERIOD: Your employment with the Company is contingent upon
         your successful completion of all required background screenings
         relative to the position you have accepted. Your employment with the
         Company will be at-will, meaning that you will not be obligated to
         remain employed by the Company for any specified period of time;
         likewise, the Company will not be obligated to continue your employment
         for any specific period and may terminate your employment at any time,
         with or without cause.

7.       EMPLOYMENT ELIGIBILITY VERIFICATION: Please note that all persons
         employed in the United States, are required to complete an Employment
         Eligibility Verification Form on the first day of employment and submit
         an original document or documents that establish identity and
         employment eligibility within three business days of employment. For
         your convenience, we are enclosing Form I-9 for your review. You will
         need to complete Section 1 and present original document(s) of your
         choice as listed on the reverse side of the form once you begin work.
         PLEASE NOTE: THE I-9 FORM AND VALID IDENTIFICATION ARE LEGAL
         REQUIREMENTS AND MUST BE SUBMITTED WITHIN 3 DAYS OF YOUR START DATE. IF
         YOU DO NOT SUBMIT THE REQUIRED DOCUMENTATION WITHIN THE 3-DAY TIME
         FRAME, BY LAW WE CANNOT ALLOW YOU TO CONTINUE TO WORK.

8.       PROPRIETARY INFORMATION, NO CONFLICTS: You agree to execute the
         Company's standard form of Invention, Non-Disclosure and
         Non-Competition Agreement and to be bound by all of the provisions
         thereof. You hereby represent that you are not presently bound by any
         employment agreement, confidential or proprietary information agreement
         or similar agreement with any current or previous employer that would
         impose any restriction on your acceptance of this offer or that would
         interfere with your ability to fulfill the responsibilities of your
         position with the Company.

9.       MEDICAL SURVEILLANCE: As part of Millennium's medical surveillance
         program, employees are required to have an initial physical, provided
         by an on-site registered Nurse Practitioner. All laboratory employees
         working with hazardous chemical, infectious agents, radio labeled
         materials or animals shall have access to medical attention, including
         initial and periodic medical exams without cost to the employee or loss
         of pay.

         An employee may refuse an exam if he/she signs a release. If you want
         to decline from having the initial physical, please notify the Nurse
         Practitioner on your first day at New Employee Orientation. Your
         initial surveillance examination will be scheduled to take place during
         the first week of your employment.

10.      NEW EMPLOYEE ORIENTATION: Orientation is held every other week. You
         will receive a welcome kit in the mail informing you of your
         orientation date approximately one week prior to your start date.

         If your first day of employment with the company is a Monday and
         coincides with an orientation day, you should arrive at our University
         Park, 75 Sidney Street location for New Employee Orientation, which
         begins promptly at 8:30 a.m.; commuting directions are enclosed. If you
         are driving, please park in the Franklin Street parking garage, which
         can be accessed either from the Franklin or Green Street entrances
         (near the Star Market and University Park Hotel); both streets are
         located off of Sidney Street. Please bring your parking ticket to the
         Millennium receptionist prior to Orientation for validation.
         Orientation will continue on Tuesday and you will be advised of
         location and time from our staff at the conclusion of Monday's session.
         Orientation will end around 12:30 p.m. on Tuesday, at which time you
         will join your department.

         If your first day of employment with the company does not coincide with
         an Orientation day, you should arrive at your work location and join
         your department. Your Orientation will be scheduled for the next
         session, our staff and/or your manager will advise you of the date.

         If you have any questions about your Orientation date, please contact
         Sara Benyamini at 617-551-8878.

11.      SIGN-ON BONUS: The Company will pay you a bonus of $50,000
         on the date of the first paycheck following commencement of your full
         time employment. Should you voluntarily resign without Good Reason or
         be terminated for Justifiable Cause within 12 months after having
         received this bonus, the Company reserves the right to seek repayment
         of a pro-rata portion of the bonus. We will also pay you a bonus of
         $50,000 on the date of the first paycheck following commencement of
         your second year of fulltime employment or upon your termination by the
         Company other than for Justifiable Cause or your voluntary termination
         without Good Reason before such bonus has been paid. Should you
         voluntarily resign without Good Reason or be terminated for Justifiable
         Cause within 12 months after having received this bonus, the Company
         reserves the right to seek repayment of a pro-rata portion of the
         bonus.

12.      SEVERANCE: In the event that your employment is terminated
         by Millennium other than for Justifiable Cause or terminated by you for
         Good Reason, Millennium (a) will, if such termination occurs before
         December 31, 2005, pay you a pro rata share of your target Success
         Sharing bonus for the period of your employment during the year in
         which termination occurred, and (b) will, for the twelve-month period
         following your termination of employment (the "Severance Period"), pay
         you a severance payment (the "Severance Payment") equal to twelve (12)
         months' base salary at your then current rate of pay; The Severance
         Payment will be payable periodically in accordance with Millennium's
         payroll procedures as then in effect, commencing with the first payroll
         period following termination of employment. In the event your
         employment is terminated by Millennium for Justifiable Cause or
         voluntarily by you without Good Reason, you will not be entitled to any
         Severance Payment.

         "Justifiable Cause" shall mean the occurrence of any of the following
         events: (i) your conviction of, or plea of nolo contendere with respect
         to a felony or a crime involving moral turpitude, (ii) your commission
         of an act of personal dishonesty or breach of fiduciary duty involving
         personal profit in connection with the Company, (iii) your commission
         of an act, or failure to act, which the Board of Directors of the
         Company shall reasonably have found to have involved willful misconduct
         or gross negligence on your part, in the conduct of your duties as an
         employee of the Company, (iv) habitual absenteeism, alcoholism or drug
         dependence on your part which interferes with the performance of your
         duties as an employee of the Company, (v) your willful and material
         failure or refusal to perform your services as an employee of the
         Company, (vi) any material breach by you to fulfill the terms and
         conditions under which you are employed by the Company, or (viii) your
         willful and material failure or refusal to carry out a direct, lawful
         written request of the Board of Directors or Chief Executive Officer.
         In the event that Millennium terminates your employment for Justifiable
         Cause, Millennium will provide you with a statement of the basis for
         such termination and an opportunity to respond thereto.

         "Good Reason" shall mean any action by the Company without your prior
         consent which results in (i) any requirement by the Company that you
         perform your principal duties outside a radius of 50 miles from the
         Company's Cambridge location; (ii) any material diminution in your
         title, position, duties, responsibilities or authority, including your
         ceasing to report directly to the Chief Executive Officer or to serve
         as a member of the Company's executive management team; (iii) any
         breach by the Company of any material provision contained herein not
         cured within thirty days' of written notice thereof; (iv) a reduction
         in your base salary or a reduction of your target bonus amount to less
         than 35% of your annual salary (unless such reduction is effected in
         connection with a general and proportionate reduction of compensation
         for all members of the management team); or (v) any acquisition, merger
         or change of control involving the Company which results in your
         ceasing to serve as the chief legal officer for the surviving entity
         and for all direct and indirect parent organizations thereof.

Laurie, all of us here at Millennium are very enthusiastic about your commitment
to joining the Company and have the highest expectation of your future
contributions.

Please indicate your acceptance of the foregoing by signing the enclosed copy of
this letter and returning it in the enclosed self-addressed stamped envelope,
along with the other enclosed benefit paperwork, to LESLIE NIEKERK no later
than, Tuesday, September 28, 2004. After that date, the offer will lapse.

Very truly yours, MILLENNIUM PHARMACEUTICALS, INC.

/s/ LINDA PINE
Linda Pine
Senior Vice President, Human Resources

I agree to and accept the terms of this letter as of the date written above:


/s/ LAURIE B. KEATING                                  9-28-04
_____________________                                  _______
Laurie Keating                                          Date






</TEXT>
</DOCUMENT>
