Exhibit 10.26


Millennium Pharmaceuticals, Inc.

Description of Non-Employee Director Compensation


We do
not pay directors who are also Millennium employees any additional compensation
for their service as a director. We do pay our non-employee directors for their
service as directors.


Each
year, the Board Governance Committee reviews the compensation we pay to our
non-employee directors. The Committee compares our Board compensation to
compensation paid to non-employee directors by similarly sized public companies
in similar businesses. The Committee also considers the responsibilities that
we ask our Board members to assume and the amount of time required to perform
those responsibilities.


Below
we show the rate of compensation that we pay to our non-employee directors.


Cash Compensation


Beginning in 2007, directors may choose to receive all
or a portion of their annual retainer in the form of Millennium common stock.


Each director who is not an employee of Millennium
receives:


	
  Type of Fee

  	
   

  	
  Amount

  	
   

  	
  For each

  	
   

  
	
  Annual retainer:

  	
   

  	
  $

  	
  40,000

  	
   

  	
  Year
  of service

  	
   

  
	
  Additional annual
  retainer for chairman of the board:

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Year
  of service

  	
   

  
	
  Additional annual
  retainer for vice chairman of the board:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Year
  of service

  	
   

  
	
  Additional annual
  retainer for chairman of audit committee:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Year
  of service

  	
   

  
	
  Additional annual
  retainer for committee chairman (other than audit chairman):

  	
   

  	
  $

  	
  5,000

  	
   

  	
  Year
  of service

  	
   

  
	
  Attendance:

  	
   

  	
  $

  	
  2,000

  	
   

  	
  Board
  meeting

  attended in person

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000

  	
   

  	
  Board
  meeting by

  conference telephone

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000

  	
   

  	
  Board
  committee

  meeting attended

  in person

  	
   

  
	
   

  	
   

  	
  $

  	
  750

  	
   

  	
  Board committee

  meeting by conference

  telephone

  	
   

  



 


Millennium also reimburses non-employee directors for
reasonable travel and out-of-pocket expenses in connection with their service
as directors.


Stock Compensation


In addition to Millennium Common
Stock that a director may choose to receive in lieu of all or a portion of the
cash retainer, under the option program for directors adopted by the Board, our
non-employee directors receive stock option grants as follows:


	
  

  	
   

  	
  Number

  of shares

  	
   

  	
  Granted

  in three

  installments on

  	
   

  	
  Vesting

  schedule

  	
   

  
	
  Initial Option Grant:

  	
   

  	
  35,000

  	
   

  	
  the
  date the director is first

  elected, one month later and

  two months later

  	
   

  	
  vest
  on a monthly

  basis beginning one

  month from the date

  of election and

  become fully vested

  on the fourth anniversary

  of the date of election

  	
   

  
	
  Annual
  Option Grant:

  	
   

  	
  15,000

  	
   

  	
  May 1st,
  June 1st and

  July 1st of each year,

  prorated for service on the

  Board of less than one year

  	
   

  	
  1/12th
  monthly

  	
   

  
	
  Non-employee Chairman of 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  the Board:

  	
   

  	
  10,000

  	
   

  	
  the
  dates of the annual

  option grant

  	
   

  	
  1/12th
  monthly

  	
   

  
	
  Chairman
  of audit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  committee:

  	
   

  	
  5,000

  	
   

  	
  the
  dates of the annual

  option grant

  	
   

  	
  1/12th
  monthly

  	
   

  
	
  Committee chairman (other

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  than audit chairman):

  	
   

  	
  2,500

  	
   

  	
  the dates of the annual

  option grant

  	
   

  	
  1/12th monthly

  	
   

  
	
  Vice Chairman of the 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Board:

  	
   

  	
  5,000

  	
   

  	
  the dates of the annual

  option grant

  	
   

  	
  1/12th monthly