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                                                                    Exhibit 10.3

                                     AS AMENDED AND APPROVED ON NOVEMBER 2, 2006

                                 ALKERMES, INC.

                        2002 RESTRICTED STOCK AWARD PLAN

                                    ARTICLE I

                                     PURPOSE

          The purpose of this 2002 Restricted Stock Award Plan (the "Plan") is
to reward selected eligible officers, directors and employees of and consultants
to Alkermes, Inc. and its subsidiaries (collectively, the "Company") for their
past services and/or to provide an incentive for their continued service to the
Company by awarding them shares of Common Stock, par value $.01 per share, of
the Company.

                                   ARTICLE II

                                   DEFINITIONS

          For purposes of the Plan, the following terms shall have the following
meanings:

          Section 2.1 "Administrator" shall mean the Board or, if the Board has
delegated its responsibility to administer the Plan pursuant to Section 4.1, the
committee and/or subcommittee of the Board to which such responsibility has been
delegated.

          Section 2.2 "Award" shall mean any award representing shares of Common
Stock granted pursuant to Section 5.1.

          Section 2.3 "Board" shall mean the Board of Directors of the Company.

          Section 2.4 "Change of Control" shall mean

          (a) The acquisition, directly or indirectly, other than from the
Company, by any person, entity or "group" (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), excluding, for this purpose, the Company, its subsidiaries, and
any employee benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company) (a "Third Party") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the election of
directors; or

          (b) Individuals who, as of June 12, 2002, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board,

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provided that any person becoming a director subsequent to such date whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the Incumbent Directors who are directors at
the time of such vote shall be, for purposes of this Agreement, an Incumbent
Director; or

          (c) Consummation of (i) a reorganization, merger or consolidation, or
(ii) a liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company (whether such assets are held
directly or indirectly) to a Third Party;

except that any event or transaction which would be a "Change of Control" under
(a) or (c)(i) of this definition shall not be a "Change of Control" if persons
who were the shareholders of the Company immediately prior to such event or
transaction (other than the acquiror in the case of a reorganization, merger or
consolidation), immediately thereafter, beneficially own more than 50% of the
combined voting power of the Company's or the reorganized, merged or
consolidated company's then outstanding voting securities entitled to vote
generally in the election of directors. Section 2.5 "Code" shall mean the
Internal Revenue Code of 1986, as amended.

          Section 2.6 "Effective Date" shall mean the date on which the Plan is
adopted by the Board.

          Section 2.7 "Participant" shall mean (a) employees of the Company, (b)
corporate officers of the Company, (c) directors of the Company and (d)
consultants to the Company.

          Section 2.8 "Subsidiary" shall mean any corporation, limited
partnership, limited liability company or any other entity of which the Company
owns, directly or indirectly, more than 50% of the voting stock or equity or a
controlling interest.

          Section 2.9 "Termination of Employment" shall mean, as appropriate,
(a) the termination of a Participant's employment with the Company for reasons
other than a military or personal leave of absence granted by the Company, (b)
termination of a Participant's consulting relationship with the Company or (c)
termination of a Participant's service as a member of the Board.

                                   ARTICLE III

                                     SHARES

          Section 3.1 Shares. No more than eight hundred thousand (800,000)
shares of Common Stock may be issued under the Plan. Shares of Common Stock
subject to awards which have been forfeited pursuant to the terms of this Plan
may again be awarded pursuant to the Plan. No Participant may receive awards
covering more than 100,000 shares of Common Stock during any calendar year.

          Section 3.2 Common Stock Subject to Award. The shares of Common Stock
issued pursuant to this Plan may be unissued shares or treasury shares,
including shares bought


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on the open market. Shares of Common Stock issued pursuant to the Plan shall be
validly issued, fully paid and nonassessable.

          In the event of a stock dividend, cash dividend declared and paid
other than in the ordinary course, stock split, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange
of shares or other transaction affecting the Common Stock, the Administrator
shall make equitable or proportionate adjustments in (i) the maximum aggregate
number of shares of Common Stock that may be issued under the Plan, (ii) the
maximum number of shares of Common Stock with respect to which an Award may be
granted under this Plan to any individual during the calendar year, and (iii)
the number of shares of Common Stock subject to outstanding Awards. All
adjustments made by the Administrator shall be final, binding and conclusive. No
fractional share of Common Stock shall be issued from the Plan resulting from
any such adjustment, but the Administrator in its discretion may make a cash
payment in lieu of fractional shares.

                                   ARTICLE IV

                                 ADMINISTRATION

          Section 4.1 Administration. The Plan shall be administered and
interpreted by the Board; provided, however, that the Board may delegate this
responsibility to a committee, which may in turn delegate this responsibility to
a subcommittee thereof, each such committee and subcommittee to be comprised of
two or more members of the Board.

          Section 4.2 Decisions Final. Any decision, interpretation or other
action made or taken in good faith by the Administrator arising out of or in
connection with the Plan shall be final, binding and conclusive on the Company,
all Participants, officers, employees, directors and consultants, and their
respective heirs, executors, administrators, successors and assigns.

                                    ARTICLE V

                                     AWARDS

          Section 5.1 Awards; Forfeiture; Performance Goals. The Administrator
is authorized to grant Awards under the Plan to one or more Participants. Each
such Award shall represent the right to receive a specified number of shares of
Common Stock subject to (i) certain forfeiture provisions regarding such Awards
and/or (ii) the satisfaction of any applicable performance goals. The vesting
restrictions and/or performance goals, if any, will be set by the Administrator,
in its sole discretion, at the time the Award is made and may be based on
performance to be achieved by the Company or any Subsidiary, department or
function in which the Participant is employed. The performance goals for the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and
Senior Vice Presidents shall be based on one or more of the following: sales,
costs, earnings, shareholder return, market price of the Common Stock,
completion of specific goals such as acquisitions, new collaborations or product
development milestones or approvals or such other objective factors as the
Administrator may determine in its sole discretion. Performance may be measured
against specified targets or in relation to an industry peer group. Performance
goals relating to any particular Award need not


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be the same as those relating to any other award, whether made at the same time
or at a different time.

          The persons to whom and the time or times at which Awards are made,
the number of shares of Common Stock subject to each Award, the forfeiture
provisions and/or the performance goals, if any, applicable to Awards and the
other terms and provisions of Awards shall be wholly within the discretion of
the Administrator, subject to the limits prescribed in Article III and Section
5.2.

          Section 5.2 Award Terms. Subject to the limitations prescribed in
Section 5.1 above, an Award made under this Plan shall be on the terms stated in
clauses (a) through (e) below. The Administrator may specify additional terms
not inconsistent with this Plan by rules of general application or by specific
direction in connection with a particular Award or group of Awards.

          (a) Award Certificate. Awards granted pursuant to this Plan shall be
evidenced by a Restricted Stock Award Certificate in the form attached as
Exhibit A to this Plan. The Restricted Stock Award Certificate will specify the
number of shares of Common Stock subject to the Award and the applicable
forfeiture provisions and/or performance goals, if any. The Restricted Stock
Award Certificate may contain such other terms and conditions not inconsistent
with the provisions of the Plan as the Administrator considers necessary or
advisable to achieve the purposes of the Plan or to comply with applicable tax
and regulatory laws and accounting principles.

          (b) Forfeiture Provisions; Performance Goals.

               (i) In the event no performance goals are applicable to an Award,
promptly after the forfeiture provisions applicable to such Award, if any,
lapse, a stock certificate representing the number of shares of Common Stock
specified in the Restricted Stock Award Certificate shall be issued and
registered in the name of, and delivered to, the recipient as of such date.

               (ii) In the event performance goals are applicable to an Award,
promptly after the forfeiture provisions applicable to such Award, if any,
lapse, the Administrator shall determine whether the applicable performance
goals have been achieved. If the Administrator certifies that the applicable
performance goals have been achieved, a stock certificate representing the
number of shares of Common Stock specified in the Restricted Stock Award
Certificate shall be issued and registered in the name of, and delivered to, the
recipient as of such date. If the Administrator determines that the applicable
performance goals have not been achieved, the Award shall be forfeited.

          (c) Termination of Employment. Unless otherwise determined by the
Administrator on or after the date of grant, in the event of a Participant's
Termination of Employment for any reason, any Award held by such Participant
which was subject to provisions of forfeiture, either because time periods had
not lapsed or goals were not achieved, on the date of such Termination of
Employment shall be forfeited.


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          (d) Change of Control. In order to preserve a Participant's rights
under an Award in the event of a Change of Control, the Administrator in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions with respect to any or all outstanding Awards:
(i) provide for immediate lapse of any forfeiture provisions, including any
performance goals, applicable to the Award, if not previously forfeited, at
which point a stock certificate representing the shares of Common Stock subject
thereto shall be issued and registered in the name of, and delivered to, the
recipients, (ii) provide for payment to the Participant of cash or other
property with a fair market value equal to the amount that would have been
received upon issuance of the Common Stock subject to the Award if such Common
Stock were issued upon the Change of Control, (iii) adjust the terms of the
Award in a manner determined by the Administrator to reflect the Change of
Control, (iv) cause the Award to be assumed, or new rights substituted therefor,
by another entity, or (v) make such other provision as the Administrator may, in
its discretion, consider equitable or appropriate to Participants and in the
best interests of the Company.

          (e) Fundamental Transactions. In the event the Company is succeeded by
another company in a reorganization, merger, consolidation, acquisition of
property or stock, separation or liquidation or any other transaction occurs
that affects the Common Stock such that an adjustment is required in order to
preserve the benefits intended to be provided by the Plan, and the Administrator
has not taken any action under Section 5.2(d) hereof, the successor company or
resulting entity shall assume all of the outstanding Awards granted under this
Plan or shall substitute new awards for them, which shall provide that each
Participant, at the same cost, shall be entitled upon the lapse of the
forfeiture provisions and the satisfaction of the performance goals, if any and
unless already achieved, applicable to such Award to receive such securities as
the Board of Directors (or equivalent governing body) of the succeeding,
resulting or other company shall determine to be equivalent, as nearly as
practicable, to the nearest whole number and class of shares of stock or other
securities to which the Participant would have been entitled under the terms of
the agreement governing the reorganization, merger, consolidation, acquisition
of property or stock, separation or liquidation as if, immediately prior to such
event, the Participant had been the holder of record of the number of shares of
Common Stock which were then subject to the outstanding Award granted under this
Plan.

                                   ARTICLE VI

                                  UNFUNDED PLAN

          Section 6.1 Unfunded Status. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payment not yet
made to a Participant by the Company, nothing contained herein shall give any
such Participant any rights that are greater than those of a general creditor of
the Company.

                                   ARTICLE VII

                            TERMINATION AND AMENDMENT

          Section 7.1 Termination or Amendment of Plan. The Board may at any
time amend, discontinue or terminate the Plan or any part thereof (including any
amendment deemed


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necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article VIII) or amend any Award previously granted,
prospectively or retroactively (subject to Article V); provided, however, that
(a) in either case, unless otherwise required by law, the rights of a
Participant with respect to Awards granted prior to such amendment,
discontinuance or termination may not be impaired without the consent of such
Participant and (b) the Company will seek the approval of the Company's
shareholders for any amendment if (i) such amendment materially increases the
benefits to Participants under the Plan or (ii) such approval is necessary to
comply with the Code, Federal or state securities laws, the rules or regulations
of any stock exchange or stock market on which the Common Stock is listed or
traded or any other applicable rules or regulations.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          Section 8.1 Nonassignment. Unless otherwise determined by the
Administrator on or after the date of grant, any Award made hereunder and the
rights and privileges conferred hereby and by the Restricted Stock Award
Certificate shall not be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of such Award, right or privilege
contrary to the provisions hereof (unless permitted by action of the
Administrator), or upon the levy of any attachment or similar process thereon,
such Award and the rights and privileges conferred hereby shall immediately
terminate and shall be immediately forfeited to the Company.

          Section 8.2 Rights of Participant in Shares. A recipient of an Award
shall not be deemed to be the holder of, or to have the rights of a holder with
respect to, any shares of Common Stock subject to the Award unless and until
forfeiture provisions and/or performance goals, as applicable to an Award, lapse
or are achieved and certificates representing such shares of Common Stock are
issued to such person.

          Section 8.3 Legend.

          (a) The Company may require each person acquiring shares of Common
Stock upon lapse of the forfeiture provisions or achievement of performance
goals of an Award to represent to the Company in writing that the Participant is
acquiring the shares of Common Stock for the Participant's own account and
without a view to the distribution thereof. The stock certificates representing
such shares may include any legend which the Company deems appropriate to
reflect any restrictions on transfer.

          (b) All certificates representing shares of Common Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Company may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
or stock market upon which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable corporate


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law, and the Company may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

          Section 8.4 83(b) Tax Elections; Withholding.

          (a) Participants shall not be eligible to make an election under
Section 83(b) of the Code (a "Section 83(b) Election") with respect to the grant
of Awards under the Plan. Participants that are subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended, may make a Section 83(b) Election with respect to any issuance of
shares of Common Stock pursuant to Section 5.2(b) if they provide written notice
to the Company on or before the delivery of the stock certificates representing
the shares that are to be subject to the Section 83(b) Election.

          (b) In connection with its obligations to withhold Federal, state,
city or other taxes from amounts paid to Participants, the Company may make any
arrangements that are consistent with the Plan as it may deem appropriate.
Without limitation of the preceding sentence, the Company shall have the right
to reduce the number of shares of Common Stock otherwise required to be issued
to a Participant (or other recipient) in an amount that would have a fair market
value on the date of such issuance equal to all Federal, state, city or other
taxes as shall be required to be withheld by the Company pursuant to any statute
or other governmental regulation or ruling.

          Section 8.5 Governing Law. The Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania without regard to the conflict of law principles
thereof.

          Section 8.6 Construction. Wherever any words are used in the Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.

          Section 8.7 Liability of the Board. No member of the Board nor any
employee of the Company or any of its Subsidiaries shall be liable for any act
or action hereunder, whether of omission or commission, by any other member of
the Board or officer or employee or by any agent to whom duties in connection
with the administration of the Plan have been delegated or, except in
circumstances involving bad faith, gross negligence or fraud, for anything done
or omitted to be done by himself or herself.

          Section 8.8 No Right to Employment. Neither the Plan nor the grant of
any Award shall give any Participant or other officer, employee, consultant or
director any right with respect to continuance of office, employment, consulting
relationship or directorship, as the case may be, with the Company or any
Subsidiary, nor shall the Plan impose any limitation on the right of the Company
or any Subsidiary by which a Participant is employed to terminate a
Participant's office, employment or consulting relationship at any time. Neither
the Plan nor the grant of any Award shall give any director the right to
continue as a member of the Board or obligate the Company to nominate any
director for reelection by the Company's shareholders.


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          Section 8.9 Other Plans. Nothing contained in the Plan shall prevent
the Company from adopting other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.

          Section 8.10 Notices. Any notice required or permitted hereunder shall
be sufficiently given only if sent by registered or certified mail, postage
prepaid, addressed to Alkermes, Inc., 64 Sidney Street, Cambridge, Massachusetts
02139 and to a Participant at the address on file with the Company on the date
an Award is made hereunder, or to such other address as either party may
hereafter designate in writing by notice similarly given by one party to the
other.

          Section 8.11 Successors. The Plan shall be binding upon and inure to
the benefit of any successors or assigns of the Company.

          Section 8.12 Severability. If any part of this Plan shall be
determined to be invalid or void in any respect, such determination shall not
affect, impair, invalidate or nullify the remaining provisions of this Plan
which shall continue in full force and effect.

                                   ARTICLE IX

                                  TERM OF PLAN

          Section 9.1 Effective Date. The Plan shall be effective as of the
Effective Date, but the grant of any Award hereunder is subject to the express
condition that the Plan be approved by the shareholders of the Company within 12
months after the Effective Date.

          Section 9.2 Termination Date. Unless sooner terminated, the Plan shall
terminate ten years after the Effective Date and no Awards may be granted
thereafter. Termination of the Plan shall not affect Awards granted before such
date.


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                                    EXHIBIT A

                                 ALKERMES, INC.

                       RESTRICTED STOCK AWARD CERTIFICATE

          This certifies that, pursuant to the 2002 Restricted Stock Award Plan
of Alkermes, Inc., the Administrator (as such term is defined in the 2002
Restricted Stock Plan) has granted an Award on ___________, 20____ as follows:


          Name and Address of Participant:   ___________________________________

          Position of Participant:           ___________________________________



          Number of Shares of Alkermes, Inc.
          Common Stock Subject to Award:     ___________________________________


          Date on which forfeiture
          provisions lapes:                  ___________________________________






          Performance Goals:                 ___________________________________

          The Award is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this certificate.

                                        ALKERMES, INC.


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


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