Exhibit 10.22


Daniel Grau

Name of Employee


COMBINATORX, INCORPORATED

2004 Incentive Plan


Amended and Restricted Stock Award Agreement


CombinatoRx,
Incorporated

245 First Street

Sixteenth Floor

Cambridge, MA 02142


Attn:  Alexis Borisy


Ladies
and Gentlemen:


The undersigned (i) acknowledges that on January 26, 2006, he received
an award (the “Award”) of restricted stock from CombinatoRx, Incorporated (the “Company”)
under the 2004 Incentive Plan (the “Plan”), 
(ii) hereby agrees to amend the terms of such award, subject to the
terms set forth below and in the Plan; (iii) further acknowledges receipt of a
copy of the Plan as in effect on the date hereof; and (iv) agrees with the
Company as follows:


1.               Effective Date.  This
Amended and Restated Restricted Stock Award Agreement shall be effective as of
January 17, 2007; however, the date of grant of the Award remains January 26,
2006.


2.               Shares Subject to Award.  The
Award consists of 50,000 shares (the “Shares”) of common stock of the Company (“Stock”).  The undersigned’s rights to the Shares are
subject to the restrictions described in this Agreement and the Plan (which is
incorporated herein by reference with the same effect as if set forth herein in
full) in addition to such other restrictions, if any, as may be imposed by law.


3.               Meaning of Certain Terms. 
Except as otherwise expressly provided, all terms used herein shall have
the same meaning as in the Plan.  The
term “vest” as used herein with respect to any Share means the lapsing of the
restrictions described herein with respect to such Share.


4.               Nontransferability of Shares.  The
Shares acquired by the undersigned pursuant to this Agreement shall not be
sold, transferred, pledged, assigned or otherwise encumbered or disposed of
except as provided below and in the Plan.


5.               Accelerated Vesting of Unvested
Shares Upon Termination Without Cause.  If the undersigned is terminated by the
Company without Cause (as defined below), to the extent there are any unvested
Shares, the twenty five (25%) percent of the then unvested Shares shall vest
for each year of employment of the undersigned with the Company.  For example, if there is a termination
without Cause at the end of the second year of employment, then fifty (50%)
percent of Shares would be unvested and automatically an additional twenty five













(25%) percent of the initial amount shall be
vested (50% of the remaining 50%), and thereafter no additional Shares shall
vest and such Shares shall be forfeited.



For the purposes of
this Agreement, the term “Cause” shall mean (a) the conviction of the
undersigned of any felony; (b) the willful failure to perform or gross
negligence in the performance of, his duties and responsibilities under the
terms or requirements of his employment, which failure or negligence continues
or remains uncured after 30 days notice setting forth in reasonable detail the
nature of such failure or negligence; (c) material breach by the undersigned of
any terms or requirements of his employment, which breach continues or remains
uncured after thirty (30) days’ notice to the undersigned setting forth in
reasonable detail the nature of such breach; or (d) engaging in material
fraudulent conduct with respect to the Company. 
A determination as
to whether to terminate the undersigned for Cause shall be made by the Board in
good faith, and only after notice to undersigned and providing the undersigned
a reasonable opportunity to be heard, and such determination shall require that
the Board find that there has occurred an event of the kind described in (a),
(b), (c), or (d) above.


6.               Accelerated Vesting of Unvested
Shares After a Change of Control.  If a Change of Control (as defined below)
occurs, and within two (2) years following the consummation date of such Change
of Control the Company terminates employment of the undersigned other than for
Cause (as defined below), then all unvested Shares will immediately become
vested.


For purposes of this Agreement, the term “Change
of Control” shall mean: (a) a sale, merger or consolidation after which
securities possessing more than fifty (50%) percent of the total combined
voting power of the Company’s outstanding securities have been transferred to
or acquired by a person or persons different from the persons who held such
percentage of the total combined voting power immediately prior to such
transaction; or (b) the sale, transfer or other disposition of all or
substantially all of the Company’s assets to one or more persons (other than a
wholly owned subsidiary of the Company or a parent company whose stock ownership
after the transaction is the same as the Company’s ownership before the
transaction); or (c) an acquisition, merger or similar transaction or a
divestiture of a substantial portion of the Company’s business after which the
role of the undersigned is not substantially the same as such role prior to the
transaction.


For the purposes of this Agreement, the term “Cause” shall mean (a) the conviction
of the undersigned of any felony; (b) the willful failure to perform or gross
negligence in the performance of the duties and responsibilities of the
undersigned in accordance with the terms or requirements of his employment,
which neglect or dereliction of duties and responsibilities continues 30 days
after written notice given to the undersigned; (c) material breach by the undersigned of any terms or requirements of his
employment, which breach continues or remains uncured after thirty (30) days’
notice to the undersigned setting forth in reasonable detail the nature of such
breach; or (d) engaging in material fraudulent conduct toward the
Company. A determination that there is for Cause termination of the undersigned’s
employment shall be made by Chief Executive Officer in good faith, and only
after notice to undersigned providing in reasonable detail the nature of the
Cause and providing the undersigned an opportunity to be heard by the Chief
Executive Officer.


7.               Forfeiture Risk.  If
after January 26, 2007, the undersigned ceases to be employed by the Company
and its subsidiaries because of death, 50% of the then outstanding and unvested
Shares acquired by the undersigned will immediately become vested.  If the undersigned ceases to be employed by the
Company and its subsidiaries because of disability or for any



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reason other than as
specified in Section 5 or 6 above, any then outstanding and unvested Shares
acquired by the undersigned hereunder shall be automatically and immediately
forfeited.  With respect to any Shares
that are forfeited under this Section 7, the undersigned hereby (i) appoints
the Company as the attorney-in-fact of the undersigned to take such actions as
may be necessary or appropriate to effectuate a transfer of the record
ownership of any such shares that are unvested and forfeited hereunder, (ii)
agrees to deliver to the Company, as a precondition to the issuance of any
certificate or certificates with respect to unvested Shares hereunder, one or
more stock powers, endorsed in blank, with respect to such Shares, and (iii)
agrees to sign such other powers and take such other actions as the Company may
reasonably request to accomplish the transfer or forfeiture of any unvested
Shares that are forfeited hereunder.


8.               Retention of Certificates.  Any
certificates representing unvested Shares shall be held by the Company.  If unvested Shares are held in book entry
form, the undersigned agrees that the Company may give stop transfer
instructions to the depository to ensure compliance with the provisions hereof.


9.               Vesting of Shares.  The
shares acquired hereunder shall vest in accordance with the provisions of this Section
9 and applicable provisions of the Plan, as follows: 100% percent of the Shares
on January 26, 2008.


Notwithstanding the foregoing, no shares
shall vest on any vesting date specified above unless the undersigned is then,
and since the date of grant has continuously been, employed by the Company or
its subsidiaries.


10.         Legends.  Any certificates representing unvested Shares
shall be held by the Company, and any such certificate shall contain legends substantially
in the following form:


THE TRANSFERABILITY OF THIS CERTIFICATE AND
THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE 2004 INCENTIVE PLAN AND A RESTRICTED STOCK AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND COMBINATORX,
INCORPORATED.  COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF COMBINATORX, INCORPORATED.


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED.


As
soon as practicable following the vesting of any such Shares the Company shall
cause a certificate or certificates covering such vested Shares to be issued
and delivered to the undersigned without the first legend set forth above
referencing the Restricted Stock Award Agreement.  If any Shares are held in book-entry form, the Company may take such
steps as it deems necessary or appropriate to record and manifest the
restrictions applicable to such Shares.



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11.         Dividends, etc..  The undersigned shall be entitled to (i)
receive any and all dividends or other distributions paid with respect to those
Shares of which he is the record owner on the record date for such dividend or
other distribution, and (ii) vote any Shares of which he is the record owner on
the record date for such vote; provided, however,
that any property (other than cash) distributed with respect to a share of
Stock (the “associated share”) acquired hereunder, including without limitation
a distribution of Stock by reason of a stock dividend, stock split or
otherwise, or a distribution of other securities with respect to an associated
share, shall be subject to the restrictions of this Agreement in the same
manner and for so long as the associated share remains subject to such
restrictions, and shall be promptly forfeited if and when the associated share
is so forfeited;  and
further provided, that the Administrator may require that any cash
distribution with respect to the Shares other than a normal cash dividend be
placed in escrow or otherwise made subject to such restrictions as the
Administrator deems appropriate to carry out the intent of the Plan.  References in this Agreement to the Shares
shall  refer, mutatis
mutandis, to any such restricted amounts.


12.         Sale of Vested Shares.  The undersigned understands that he will be free to sell any Share once
it has vested, subject to (i) satisfaction of any applicable tax withholding
requirements with respect to the vesting or transfer of such Share;
(ii) the completion of any administrative steps (for example, but without
limitation, the transfer of certificates) that the Company may reasonably
impose; and (iii) applicable requirements of federal and state securities laws.


13.         Certain Tax Matters.  The undersigned expressly acknowledges the
following:


a.               The undersigned has been advised to confer
promptly with a professional tax advisor to consider whether the undersigned
should make a so-called “83(b) election” with respect to the Shares.  Any such election, to be effective, must be
made in accordance with applicable regulations and within thirty (30) days
following the date of this Award.  The
Company has made no recommendation to the undersigned with respect to the
advisability of making such an election.


b.              The award or vesting of the Shares acquired
hereunder, and the payment of dividends with respect to such Shares, may give
rise to “wages” subject to withholding. 
The undersigned expressly acknowledges and agrees that his rights
hereunder are subject to his promptly paying to the Company in cash (or by such
other means as may be acceptable to the Company in its discretion, including,
if the Administrator so determines, by the delivery of previously acquired
Stock or shares of Stock acquired hereunder or by the withholding of amounts
from any payment hereunder) all taxes required to be withheld in connection
with such award, vesting or payment.



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14.         Prior Agreement.  This Amended and Restated Restricted Stock
Award Agreement amends, restates and supersedes the agreement entered into
between the Company and the undersigned on January 26, 2006.


	
  

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Daniel Grau

  	
   

  
	
   

  	
  (Signature of
  Employee)

  	
   

  



 


Dated:


The
foregoing Restricted Stock

Award Agreement is hereby accepted:


COMBINATORX,
INCORPORATED




	
  By:

  	
  /s/ Alexis
  Borisy

  	
   

  






 



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