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                                                                    Exhibit 10.1

                                CHANGE IN CONTROL
                              EMPLOYMENT AGREEMENT


     AGREEMENT by and between Alkermes, Inc. (the "Company"), and Richard F.
Pops (the "Employee"), dated as of the 19th day of December, 2000.

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its shareholders to assure that the
Company and its subsidiaries will have the continued dedication of the Employee,
notwithstanding the possibility, threat, or occurrence of a Change in Control
(as defined below) of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Employee by virtue of the personal
uncertainties and risks created by a threatened or pending Change in Control, to
encourage the Employee's full attention and dedication to the Company currently
and in the event of any threatened or pending Change in Control, and to provide
the Employee with compensation arrangements upon a Change in Control that
provide the Employee with individual financial security and which are
competitive with those of other comparably situated companies and, in order to
accomplish these objectives, the Board has authorized the Company to enter into
this Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

          1. EFFECTIVE DATE.

               (a) The "Effective Date" shall be the first date during the
"Change in Control Period" (as defined in Section 1(b)) on which a Change in
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
the Employee's employment with the Company is terminated prior to the date on
which a Change in Control occurs, and it is reasonably demonstrated that such
termination (i) was at the request of a third party who has



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taken steps reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with or anticipation of a Change in Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination.

               (b) The "Change in Control Period" is the period commencing on
the date hereof and ending on the second anniversary of such date; PROVIDED,
HOWEVER, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
is hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended so as to terminate two years from such Renewal
Date, unless at least 60 days prior to the Renewal Date the Company shall give
notice that the Change in Control Period shall not be so extended.

          2. CHANGE IN CONTROL. For the purpose of this Agreement, a "Change in
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 the date hereof, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the date hereof whose election, or







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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, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation (other than the acquiror) do not, immediately thereafter,
beneficially own more than 50% of the combined voting power of the reorganized,
merged or consolidated company's then outstanding voting securities entitled to
vote generally in the election of directors, 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.

          3. OTHER SEVERANCE AGREEMENTS. The Employee and the Company have
entered into an agreement, dated February 7, 1991, which provides for certain
benefits to be paid to the Employee upon certain terminations of Employee's
employment with the Company. Such agreement shall remain in full force and
effect except that it shall be superceded by this Agreement during the
Employment Period.

          4. EMPLOYMENT PERIOD. The Company hereby agrees to continue the
Employee in its employ, and the Employee hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending on
the second anniversary of such date (the "Employment Period").

          5. TERMS OF EMPLOYMENT.

               (a) POSITION AND DUTIES.

                    (i) During the Employment Period,





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                         (A) the Employee's position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities shall
be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 90-day period
immediately preceding the Effective Date, and

                         (B) the Employee's services shall be performed at the
location where the Employee was employed immediately preceding the Effective
Date or any office or location less than forty (40) miles from such location.

                    (ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Employee is entitled, the Employee
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Employee hereunder, to use the
Employee's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Employee to

                         (A) serve on corporate, civic or charitable boards or
committees,

                         (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions, and

                         (C) manage personal investments, so long as such
activities do not significantly interfere with the performance of the Employee's
responsibilities as an employee of the Company in accordance with this
Agreement. It is expressly understood and agreed that to the extent that any
such activities have been conducted by the Employee prior to the Effective Date,
the continued conduct of such activities (or the





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conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance
of the Employee's responsibilities to the Company.

               (b) COMPENSATION.

                    (i) BASE SALARY. During the Employment Period, the Employee
shall receive a base salary ("Base Salary") at a monthly rate at least equal to
the highest monthly base salary paid or payable to the Employee by the Company
during the twelve-month period immediately preceding the month in which the
Effective Date occurs. During the Employment Period, the Base Salary shall be
reviewed at least annually and shall be increased at any time and from time to
time as shall be substantially consistent with increases in base salary awarded
in the ordinary course of business to other key employees of the Company and its
subsidiaries with similar level of responsibilities. Any increase in Base Salary
shall not serve to limit or reduce any other obligation to the Employee under
this Agreement. Base Salary shall not be reduced after any such increase.

                    (ii) ANNUAL BONUS. In addition to Base Salary, the Employee
shall be awarded, for each calendar year ending during the Employment Period, an
annual bonus (an "Annual Bonus") in cash at least equal to the bonus paid or
payable to the Employee for the last calendar year preceding the calendar year
in which the Effective Date occurs.

                    (iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS. In addition
to Base Salary and Annual Bonus payable as hereinabove provided, the Employee
shall be entitled to participate during the Employment Period in all incentive,
savings and retirement plans, practices, policies and programs applicable to
other key employees of the Company and its subsidiaries.





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                    (iv) WELFARE BENEFIT PLANS. During the Employment Period,
the Employee and/or the Employee's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its subsidiaries
(including, without limitation, medical, prescription, dental, disability,
employee life and accidental death and dismemberment insurance plans and
programs), at least as favorable as the most favorable of such plans, practices,
policies and programs of the Company and its subsidiaries in effect at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Employee and/or the Employee's family, as in effect at any time
thereafter with respect to other key employees of the Company and its
subsidiaries with similar level of responsibilities.

                    (v) EXPENSES. During the Employment Period, the Employee
shall be entitled to receive prompt reimbursement for all reasonable business
expenses incurred by the Employee in accordance with the most favorable
policies, practices and procedures of the Company and its subsidiaries in effect
at any time during the 90-day period immediately preceding the Effective Date
or, if more favorable to the Employee, as in effect at any time thereafter with
respect to other key employees of the Company and its subsidiaries with similar
level of responsibilities.

                    (vi) FRINGE BENEFITS. During the Employment Period, the
Employee shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
subsidiaries in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Employee, as in effect
at any time thereafter with respect to other key employees of the Company and
its subsidiaries with similar level of responsibilities.






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                    (vii) VACATION. During the Employment Period, the Employee
shall be entitled to paid holidays and vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
subsidiaries as in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Employee, as in effect
at any time thereafter with respect to other key employees of the Company and
its subsidiaries with similar level of responsibilities.

               6. TERMINATION.

                  (a) DEATH OR DISABILITY. This Agreement shall terminate
automatically upon the Employee's death. If the Company determines in good faith
that the Disability of the Employee has occurred (pursuant to the definition of
"Disability" set forth below), it may give to the Employee written notice of its
intention to terminate, or its intention to cause its subsidiary to terminate,
the Employee's employment. In such event, the Employee's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Employee (the "Disability Effective Date"), provided that, within 30 days
after such receipt, the Employee shall not have returned to full-time
performance of the Employee's duties. For purposes of this Agreement,
"Disability" means disability as defined in the Company's Long Term Disability
Plan (or, if the Company does not have such a plan, a disability which, at least
26 weeks after its commencement, is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Employee
or the Employee's legal representative (such agreement as to acceptability not
to be withheld unreasonably)).

                  (b) CAUSE. The Company may terminate the Employee's
employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act
or acts of personal dishonesty taken by the Employee and intended to result in
substantial personal enrichment of









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the Employee at the expense of the Company, (ii) repeated violations by the
Employee of the Employee's obligations under Section 5(a) of this Agreement
which are willful and deliberate on the Employee's part and which are not
remedied in a reasonable period of time after receipt of written notice from the
Company, (iii) breach by the Employee of the Employee's obligations under the
Employee's Proprietary Information Agreement with the Company, (iv) violation by
the Employee of any of the Company's policies, including, but not limited to,
policies regarding sexual harassment, insider trading, corporate disclosure,
substance abuse and conflicts of interest, which violation could result in
termination of the Employee's employment or (v) the conviction of the Employee
of a felony.

                    (c) GOOD REASON. The Employee's employment may be terminated
by the Employee for Good Reason. For purposes of this Agreement, "Good Reason"
means

                         (i) the assignment to the Employee of any duties
inconsistent in any respect with the Employee's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 5(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties or responsibilities;

                         (ii) any failure by the Company to comply with any of
the provisions of Section 5(b) of this Agreement;


                         (iii) the Company's requiring the Employee to be based
at any office or location other than that described in Section 5(a)(i)(B)
hereof, except for travel reasonably required in the performance of the
Employee's responsibilities;

                         (iv) any purported termination by the Company of the
Employee's employment otherwise than as expressly permitted by this Agreement;
or










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                         (v) any failure by the Company to comply with and
satisfy Section 12(c) of this Agreement;

provided that within fifteen (15) days after the occurrence of any of the events
listed in clauses (i), (ii), (iii), (iv) or (v) above the Employee delivers
written notice to the Company of his intention to terminate for Good Reason
specifying in reasonable detail the facts and circumstances claimed to give rise
to the Employee's right to terminate his employment for Good Reason and the
Company shall not have cured such facts and circumstances within thirty (30)
days after delivery of such notice by the Employee to the Company (unless the
Company shall have waived its right to cure by written notice to the Employee),
and provided further that within fifteen (15) days after the expiration of such
thirty (30) day period or the date receipt of such waiver notice, if earlier,
the Employee delivers a Notice of Termination to the Company under Section 6(d)
based on the same Good Reason specified in the notice of intent to terminate
delivered to the Company under this Section 6(c).

     For purposes of this Section 6(c), any good faith determination of "Good
Reason" made by the Employee shall be conclusive.

               (d) NOTICE OF TERMINATION. Any termination by the Company for
Cause or by the Employee for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 15(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date









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shall be not more than fifteen (15) days after the giving of such notice). The
failure by the Employee to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason shall not waive any
right of the Employee hereunder or preclude the Employee from asserting such
fact or circumstance in enforcing his rights hereunder.

               (e) DATE OF TERMINATION. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein as
permitted by Section 6(d), as the case may be; PROVIDED, HOWEVER, that (i) if
the Employee's employment is terminated by the Company or a subsidiary of the
Company other than for Cause or Disability, the Date of Termination shall be the
date on which the Company or such subsidiary notifies the Employee of such
termination and (ii) if the Employee's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death of the
Employee or the Disability Effective Date, as the case may be.

     7. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

               (a) DEATH. If the Employee's employment is terminated during the
Employment Period by reason of the Employee's death, this Agreement shall
terminate without further obligations to the Employee's legal representatives
under this Agreement, other than those obligations accrued or earned and vested
(if applicable) by the Employee as of the Date of Termination, including, for
this purpose (i) the Employee's full Base Salary through the Date of Termination
at the rate in effect on the Date of Termination, (ii) any compensation
previously deferred by the Employee (together with any accrued interest thereon)
and not yet paid by the Company and any accrued vacation pay not yet paid by the
Company (such amounts are hereinafter referred to as "Accrued Obligations"). All
such Accrued Obligations shall be paid to











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the Employee's estate or beneficiary, as applicable, in a lump sum in cash
within 30 days after the Date of Termination, or earlier if required by law.

               (b) DISABILITY. If the Employee's employment is terminated during
the Employment Period by reason of the Employee's Disability, this Agreement
shall terminate without further obligations to the Employee, other than Accrued
Obligations. All such Accrued Obligations shall be paid to the Employee in a
lump sum in cash within 30 days after the Date of Termination, or earlier if
required by law.

               (c) TERMINATION FOR CAUSE; TERMINATION BY EMPLOYEE OTHER THAN FOR
GOOD REASON. If, during the Employment Period, the Employee's employment is
terminated for Cause or the Employee terminates employment other than for Good
Reason, this Agreement shall terminate without further obligations to the
Employee, other than Accrued Obligations. All such Accrued Obligations shall be
paid to the Employee in a lump sum in cash within 30 days after the Date of
Termination, or earlier if required by law.

               (d) TERMINATION FOR GOOD REASON; TERMINATION BY THE COMPANY OTHER
THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, the
Company terminates the Employee's employment other than for Cause, Disability,
or death or the Employee terminates his employment for Good Reason:

                    (i) the Company shall pay to the Employee in a lump sum in
cash within 30 days after the Date of Termination, or earlier if required by
law, the aggregate of the following amounts:

                         (A) to the extent not theretofore paid, the Employee's
Base Salary through the Date of Termination; and








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                         (B) an amount equal to the following formula: A x
(B divided by 365); where A equals the Annual Bonus paid to the Employee for
the last calendar year before the Date of Termination; and B equals the number
of days in the current calendar year through the Date of Termination; and

                         (C) an amount equal to two (2) times the Employee's
annual Base Salary at the highest rate in effect at any time during the period
beginning 90 days before the Effective Date through the Date of Termination plus
the Annual Bonus paid to the Employee for the last calendar year before the Date
of Termination; and

                         (D) in the case of compensation previously deferred by
the Employee, all amounts previously deferred (together with any accrued
interest thereon) and not yet paid by the Company and any accrued vacation pay
not yet paid by the Company; and

                    (ii) for a period of two years after the Date of
Termination, or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits to the Employee and/or the
Employee's family at levels substantially equal to those which would have been
provided to them in accordance with the plans, programs, practices and policies
described in Section 5(b)(iv) of this Agreement if the Employee's employment had
not been terminated, including health, disability and life insurance, in
accordance with the most favorable plans, practices, programs or policies of the
Company and its subsidiaries in effect during the 90-day period immediately
preceding the Date of Termination or, if more favorable to the Employee, as in
effect at any time thereafter with respect to other key employees with similar
level of responsibilities and their families; provided, however, that the
Company may, at its election, pay to the Employee an amount in cash equal to the
Company's cost of providing any of such benefits for such period, in lieu of
continuing to provide the benefits. For purposes of










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eligibility for retiree benefits pursuant to such plans, practices, programs and
policies and for purposes of health benefit continuation coverage pursuant to
Section 601 et seq of ERISA ("COBRA"), the Employee shall be considered to have
remained employed until the end of the Employment Period and to have retired on
the last day of such period. The Company shall have no obligation under this
Section 7(d) unless the Employee executes and delivers to the Company a valid
general release agreement in a form reasonably acceptable to the Company in
which the Employee releases the Company from any and all possible liability,
including, without limitation, any and all liability based on the Employee's
employment or the termination of his employment.

     8. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Employee's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company or its subsidiaries and for which the Employee may qualify, nor shall
anything herein limit or otherwise affect such rights as the Employee may have
under any stock option or other agreements with the Company or any of its
subsidiaries. Amounts which are vested benefits or which the Employee is
otherwise entitled to receive under any plan, policy, practice or program of the
Company or any of its subsidiaries at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program.

     9. FULL SETTLEMENT. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Employee or
others. In no event shall the Employee be obligated to seek other employment or
take any other action by way of mitigation of the amounts










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payable to the Employee under any of the provisions of this Agreement. Upon
termination of the Employee's employment during the Employment Period, the
Employee shall not be entitled to any benefits or payments other than as
provided in this Agreement.

     10. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

          (a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company to
or for the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), or any interest or penalties with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the Employee
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount equal to the Excise Tax imposed upon the Payment.

          (b) Subject to the provisions of Section 10(c), all determinations
required to be made under this Section 10, including whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment, shall be made by Deloitte &
Touche LLP, or such other firm of independent accountants engaged to audit the
Company's financial statements (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Employee within 15
business days after the Date of Termination or such earlier time as is requested
by the Company. The Gross-Up Payment, if any, as determined pursuant to this
Section 10(b), shall be paid to the Employee within five days of the receipt of
the Accounting Firm's determination. If the Accounting Firm determines that no
Excise Tax is payable by the Employee, it shall furnish the Employee with an
opinion that he has substantial authority not to











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report any Excise Tax on his federal income tax return. Any determination by the
Accounting Firm shall be binding upon the Company and the Employee. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
a Gross-Up Payment which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 10(c) and the Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Employee.

          (c) The Employee shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Employee knows of such
claim and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. The Employee shall not pay such claim
prior to the expiration of the thirty-day period following the date on which it
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies
the Employee in writing prior to the expiration of such period that it desires
to contest such claim, the Employee shall:

               (i) give the Company any information reasonably requested by the
Company relating to such claim,











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               (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order
effectively to contest such claim,

               (iv) permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 10(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Employee to pay
such claim and sue for a refund, the Company shall advance a portion of such
payment equal to the Gross-Up Payment to the Employee, on an interest-free
basis, and shall indemnify and hold the Employee harmless, on an after-tax
basis,









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from any Excise Tax on the Payment or income tax, including interest or
penalties with respect thereto; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the
Employee with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Employee shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

               (d) If, after the receipt by the Employee of an amount advanced
by the Company pursuant to Section 10(c), the Employee becomes entitled to
receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of Section 10(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 10(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of thirty
days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

     11. CONFIDENTIAL INFORMATION AND COMPANY POLICIES. The Employee shall abide
by and conduct himself in accordance with the Proprietary Information Agreement
and the Company's policies on sexual harassment, insider trading, corporate
disclosure, substance abuse and conflicts of interest and any other written
policy of the Company, the violation of which could result in termination of
employment.









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     12. SUCCESSORS.

          (a) This Agreement is personal to the Employee and without the prior
written consent of the Company shall not be assignable by the Employee otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Employee's legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company (whether such
assets are held directly or indirectly) to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     13. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any breach hereof, shall be settled in accordance with the
terms of this Section 13. All claims by the Employee for benefits under this
Agreement shall first be directed to and determined by the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Employee in writing within thirty (30) days and shall
set forth the specific reasons for the denial and the specific provisions of
this Agreement relied upon. The Board shall afford a reasonable opportunity to
the Employee for a review of the decision denying a claim and shall further
allow the Employee to appeal to the Board a decision











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of the Board within thirty (30) days after notification by the Board that the
Employee's claim has been denied. Any further dispute, controversy or claim
arising out of or relating to this Agreement, or the interpretation or alleged
breach hereof, shall be settled by arbitration in accordance with Employment
Dispute Resolution Rules of the American Arbitration Association (or such other
rules as may be agreed upon by the Employee and the Company). The place of the
arbitration shall be Boston, Massachusetts and judgment upon the award rendered
by the arbitrator(s) may be entered by any court having jurisdiction thereof.
Such an award shall be binding and conclusive upon the parties hereto.

     14. LEGAL EXPENSES. The Company agrees to reimburse the Employee, to the
full extent permitted by law, for all costs and expenses (including without
limitation reasonable attorneys' fees) which the Employee may reasonably incur
as a result of any contest of the validity or enforceability of, or the
Company's liability under, any provision of this Agreement, plus in each case
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code; PROVIDED, HOWEVER, that such payment shall be made only if the
Employee prevails on at least one material issue.

     15. MISCELLANEOUS.

          (a) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.















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<PAGE>   20

          (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

          IF TO THE EMPLOYEE:

          Richard F. Pops
          45 Cliff Road
          Wellesley Hills, MA 02481

          IF TO THE COMPANY:

          Alkermes, Inc.
          64 Sidney Street
          Cambridge, MA  02139
          Attention:  Chief Executive Officer

          WITH A COPY TO:

          Morris Cheston, Jr.
          Ballard Spahr Andrews & Ingersoll, LLP
          1735 Market Street, 51st Floor
          Philadelphia, PA  19103

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.


          (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          (d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.











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<PAGE>   21

          (e) The Employee's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision hereof.

          (f) This Agreement contains the entire understanding of the Company
and the Employee with respect to the subject matter hereof. This Agreement
supercedes all other agreements and understandings between the Company and the
Employee relating to the subject matter hereof, but only during the Employment
Period.





















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<PAGE>   22


     IN WITNESS WHEREOF, the Employee has hereunto set his hand and, pursuant to
the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name and on its behalf, all as of the day and
year first above written.


                                         /s/ Richard F. Pops
                                         ------------------------------
                                         Richard F. Pops

                                         ALKERMES, INC.


                                         By: /s/ James Frates
                                            ---------------------------
                                            Name:  James Frates
                                            Title: Vice President















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