Exhibit 10.1

               AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

     This  AMENDED  AND  RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made
this  30th  day  of  April,  2010  by and between ARIAD Pharmaceuticals, Inc., a
Delaware  corporation  (the  "Company"),  and  Harvey  J.  Berger,  M.D.  (the
"Employee").

     WHEREAS,  the Company and the Employee entered into that certain Employment
Agreement dated as of January 1, 1992, as amended as of April 19, 1994, June 30,
1994,  January  1,  1997,  September  2,  2003, January 1, 2006, April 27, 2007,
October  14,  2008  and  December  29,  2008  (as  so  amended,  the "Employment
Agreement") which they wish to amend and restate in its entirety as set forth in
this  Agreement,  pursuant to which the Employee will be employed by the Company
in  accordance  with  the  terms  and  conditions  stated  below.

     NOW,  THEREFORE,  for  good  and valuable consideration, the sufficiency of
which  is  acknowledged,  the  parties  hereto  agree  as  follows:

1.     Employment, Duties and Acceptance.
       ---------------------------------

     1.1  The  Company hereby employs the Employee, for the Term (as hereinafter
defined), to render full-time services to the Company as Chief Executive Officer
("CEO"),  and  to  perform such duties commensurate with such office as he shall
reasonably be directed by the Board of Directors (the "Board") of the Company to
perform,  which duties shall be consistent with the provisions of the By-laws in
effect  on  the  date  hereof  that  relate  to  the  duties  of  the  CEO.

     1.2  The  Employee  hereby  confirms  his acceptance of such employment and
agrees  to  render  the services described above. The Employee further agrees to
accept  election  and  to  serve  during all or any part of the Term as chairman
("Chairman")  of  the  Board,  without any compensation therefor other than that
specified  in this Agreement, if elected to such position by the shareholders of
the  Company or by the Board, as the case may be. The Company shall use its best
efforts  to  cause  the Employee to be elected as a director and as Chairman and
shall  include  him  in the management slate for election as a director at every
shareholders  meeting  at  which  his term as a director would otherwise expire.

     1.3  The  principal  place of employment of the Employee hereunder shall at
all times during the Term be in the greater Boston, Massachusetts area, or other
locations  acceptable  to  the  Employee,  in  his  sole  discretion.

     1.4  Notwithstanding anything to the contrary herein, although the Employee
shall  provide  services  as  a  full  time  employee, it is understood that the
Employee  may  (a)  have  academic appointments; (b) participate in professional
activities  and  (c)  be a member of the Scientific/ Medical Advisory Board, the
Board  of  Directors,  and/or act as a consultant to other companies that do not
directly  compete  with  the  Company  (collectively,  "Permitted  Activities);
provided,  however,  that  such  Permitted  Activities do not interfere with the
Employee's duties to the Company.

<PAGE>

2.     Term of Employment.
       ------------------

     The  term  of  the  Employee's  employment under this Agreement is extended
until  December  31,  2013.  The  term  of this Agreement shall be automatically
renewed  for  successive  three-year  terms  unless,  at  least 90 days prior to
December  31,  2013  or  the then current succeeding three-year extended term of
this  Agreement,  the  Company  or Employee has notified the other that the term
hereunder  shall terminate upon its expiration date. The term of this Agreement,
as  it  may  be  extended  from time to time thereafter under this Section 2, is
hereinafter  referred  to  as  (the "Term"). Notwithstanding the foregoing, if a
Change in Control occurs during the Term, the Term shall end on the later of the
last  day of the then three-year term or one day after the second anniversary of
the  date  on  which such Change in Control occurs. In all events hereunder, the
Employee's  employment  is subject to earlier termination under either Section 4
or  Section 5 hereof, and upon such earlier termination the Term shall be deemed
to  have  ended.

3.     Compensation.
       ------------

     3.1  As  full compensation for all services to be rendered pursuant to this
Agreement, the Company agrees to pay the Employee, effective January 1, 2010, an
annual base salary of $632,000. The Employee's base salary shall be redetermined
annually  by  the Board. The base salary in effect at any given time is referred
to  herein  as (the "Salary"). The Salary shall be payable in equal semi-monthly
installments,  less  such  deductions  or  amounts  to  be  withheld as shall be
required  by  applicable  law  and  regulations.

     3.2  The  Employee's  target  cash bonus is equal to 50% of his Salary. The
actual  amount  of  the cash bonus shall be determined annually by the Board and
may be greater or lower than the target cash bonus. Any cash bonus payable under
this  Section  3.2  shall  be  paid  to  the  Employee  no later than March 15th
following  the  year  in  which  it  is  earned.

     3.3  The  Company  shall  pay  or reimburse the Employee for all reasonable
expenses  actually incurred or paid by him during the Term in the performance of
his  services  under  this Agreement, upon presentation of expense statements or
vouchers  or  such  other  supporting  information  as  it  may  require.  Any
reimbursements  or  payments  under this Section 3.3 shall be made within thirty
(30) days after presentation by the Employee of such expense statements or other
supporting  information,  but in no event will the reimbursement payment be made
later than the end of the calendar year following the calendar year in which the
expense  is  incurred.

                                       2
<PAGE>

     3.4  The  Employee shall be eligible under any incentive plan, stock option
plan,  stock  award  plan,  bonus,  participation  or  extra  compensation plan,
pension,  group insurance or other so-called "fringe" benefits which the Company
provides  for  its  senior  executives  on  terms  no  less favorable than those
provided  to other senior executives. In the event of a consummation of a Change
in  Control,  all  stock,  stock options, stock awards and similar equity rights
granted  to  the Employee by the Company shall immediately vest and remain fully
exercisable  through  their  original  term with all rights. Notwithstanding the
foregoing,  with  respect  to any awards that are subject to Section 409A of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"),  the  payment or
settlement  of  such awards shall only be made upon a Change in Control or other
event  described  above  that  also  constitutes  a change in the ownership or a
change  in the effective control of the Company, or a change in the ownership of
a  substantial  portion  of  the assets of the Company, as each is defined under
Section 409A of the Code and the regulations thereunder (a "Qualifying Change in
Control").  If  an event described above does not constitute a Qualifying Change
in  Control,  any  awards  subject to Section 409A of the Code shall continue to
vest  upon  the  occurrence of such event but shall not be settled or paid until
the  original  settlement  or  payment  date  specified  in  such  award.

4.     Termination by the Company.
       --------------------------

     4.1  The Company may terminate the Employee's employment if any one or more
of  the  following  shall  occur:

     (a)  The  Employee  shall  die during the Term; provided, however, that the
Employee's legal representatives shall be entitled to receive his Salary through
the  last  day  of  the  month  in  which  his  death  occurs.

     (b)     The Employee shall become physically or mentally disabled so that
he is unable substantially to perform his services hereunder for (i) a period of
180 consecutive days, or (ii) for shorter periods aggregating 180 days during
any twelve month period.  Notwithstanding such disability the Company shall
continue to pay the Employee his Salary through the date of such termination.

     (c)     The Employee acts, or fails to act, in a manner that provides Cause
for termination.  For purposes of this Agreement, the term "Cause" means (i) the
willful neglect by the Employee of his duties hereunder; provided such neglect
remains uncured for a period of 30 days after written notice describing the same
is given to the Employee, (ii) the conviction of the Employee of any felony
involving moral turpitude, or (iii) any act of fraud or embezzlement involving
the company or any of its Affiliates.

     4.2     All determinations of Cause, termination or nonrenewal pursuant to
Section 4 herein shall require at least a two-thirds vote of the entire Board.

5.     Termination by the Employee.
       ---------------------------

     The Employee may terminate his employment on written notice to the Company
if any one or more of the following shall occur (each a "Good Reason"):

     (a)     loss of any material duties or authority by the Employee and such
loss continues for 30 days after such loss first occurs;

                                       3
<PAGE>

     (b)  a  material  breach  of the terms of this Agreement by the Company and
such  breach  continues uncured for 30 days after notice of such breach is first
given;  provided, however, it shall constitute Good Reason if such breach is for
the  payment  of  money  and continues uncured for ten days after notice of such
breach  is  given;

     (c)  the  Company shall make a general assignment for benefit of creditors;
or  any proceeding shall be instituted by the Company seeking to adjudicate it a
bankrupt  or  insolvent,  or  seeking  liquidation,  winding up, reorganization,
arrangement,  adjustment,  protection, relief, or composition of it or its debts
under  any law relating to bankruptcy, insolvency or reorganization or relief of
debtors,  or  seeking  entry  of  an  order  for  relief or the appointment of a
receiver,  trustee, or other similar official for it or for any substantial part
of  its property or the Company shall take any corporate action to authorize any
of  the  actions  set  forth  above  in  this  subsection  5(c);

     (d)  an  involuntary  petition  shall  be  filed or an action or proceeding
otherwise  commenced  against the Company seeking reorganization, arrangement or
readjustment  of  the  Company's debts or for any other relief under the Federal
Bankruptcy  Code, as amended, or under any other bankruptcy or insolvency act or
law, state or federal, now or hereafter existing and shall remain undismissed or
unstayed  a  period  of  30  days;

     (e)  a  receiver,  assignee, liquidator, trustee or similar officer for the
Company or for all or any part of its property shall be appointed involuntarily;

     (f)  a  material breach by the Company of any other material agreement with
the  Employee  and such breach continues for 30 days after notice of such breach
is  first  given;  provided,  however,  it  shall constitute Good Reason if such
breach  is  for  the  payment  of money and continues uncured for ten days after
notice  of  such  breach  is  first  given;

     (g)  a  Change  in  Control  occurs  and the Employee is not the CEO of the
surviving  company  reporting  to  the  Board;  or

     (h)     a Prohibited Event (as defined in Section 14) occurs; provided that
the Employee gives notice of termination within 90 days after such occurrence
and such Prohibited Event is not remedied within 30 days of such notice.

                                       4
<PAGE>

6.     Severance.
       ---------

     If  (a)  the  Company terminates the Employee's employment without Cause or
gives notice of non-renewal pursuant to Section 2 or (b) the Employee terminates
his  employment pursuant to Section 5 for Good Reasonthen: (1) the Company shall
pay  the Employee a lump sum cash payment (the "Severance Payment") equal to the
sum  of (x) three times the Employee's Salary and (y) three times the Employee's
bonus  amount paid for the immediately preceding fiscal year; provided, however,
that  such  bonus amount shall not be less than 50% of the Employee's Salary for
such  prior  fiscal year and (2) all stock options and stock awards (and similar
equity  rights)  shall  vest  and  become  exercisable  immediately  prior  to
termination and remain exercisable through their original terms with all rights.
The  Severance Payment shall be made as soon as practicable but no later than 30
days  after  the  Employee's  termination  of  employment.  After termination of
employment  for  any  reason other than death of the Employee, the Company shall
continue to provide all benefits subject to COBRA at its expense for the maximum
required  COBRA period. Notwithstanding the above provisions, if the Employee is
entitled to severance solely by reason of non-renewal by the Company pursuant to
Section  2,  the  Severance Payment shall be limited to two times the Employee's
Salary.  The parties intend that the provision of continued COBRA benefits shall
not  constitute  a  "deferral  of compensation" under Section 1.409A-1(b) of the
Final  Regulations under Section 409A of the Code. For the avoidance of doubt, a
termination  of this Agreement triggering rights under this Section 6 to receive
the  Severance  Payment  and  any  other  form  of  compensation  or  benefits
constituting  a  "deferral  of  compensation" subject to Section 409A shall only
occur  after  the  Employee  has incurred a "separation from service" within the
meaning  of Section 409A and Section 1.409A-1(h) of the Final Regulations (after
giving effect to the presumption set forth therein). Notwithstanding the payment
schedules  contained  elsewhere  in  this  Section 6 or Section 7, to the extent
necessary  to  comply  with the requirements of Section 409A of the Code, if the
Employee  is  a  "specified  employee"  (as  defined  below)  at the time of his
termination  of  employment,  any payment that constitutes nonqualified deferred
compensation  subject  to  Section 409A of the Code shall not be made before the
date  that  is  six  (6) months and one (1) day after the date of the Employee's
separation from service (or, if earlier, the date of his death). For purposes of
the  preceding sentence, a "specified employee" shall have the meaning set forth
in  Section 1.409A-1(i) of the Final Regulations under Section 409A of the Code.
Any  payments  or  settlement  that  are  so  delayed  will be paid in full with
interest at the short-term applicable federal rate (determined as of the date of
a termination described in this Section 6) within thirty (30) days after the end
of  the  six  (6)  month  period  described  in  the  preceding  sentence.

7.     Other Benefits.
       --------------

     In  addition  to all other benefits contained herein, the Employee shall be
entitled  to:

     (a)  Payment  of  medical  malpractice  insurance  premiums  for  coverage
consistent with the Employee's activities.

     (b)  Car  allowance  of  $750  per  month.

     (c)  Paid  time  offof five (5) weeks per year taken in accordance with the
paid  time-off  policy  of  the  Company  during  the  Term.

     (d)  A  lump  sum  cash payment upon the Employee's separation from service
equal to nine (9) months of the Employee's Salary as in effect immediately prior
to  separation,  so  long  as  (i)  the  Employee acknowledges that this payment
satisfies  all  obligations  under the Company's Sabbatical Policy, and (ii) the
employment  termination  is  not  for Cause and the Employee is in good standing
with the Company upon separation from service. Such payment shall be made within
thirty  (30)  days  of  the  Employee's  separation  from  service.

                                       5
<PAGE>

8.     Confidentiality.
       ---------------

     8.1  The  Employee  acknowledges  that, during the course of performing his
services  hereunder,  the Company will be disclosing information to the Employee
related  to  the  Company's Field of Interest, Inventions, projects and business
plans,  as well as other information (collectively, "Confidential Information").
The  Employee acknowledges that the Company's business is extremely competitive,
dependent  in  part  upon the maintenance of secrecy, and that any disclosure of
the  Confidential  Information  would  result  in  serious  harm to the Company.

     8.2  The  Employee  agrees  that the Confidential Information only shall be
used  by the Employee in connection with his activities hereunder as an employee
of  the  Company,  and  shall  not be used in any way that is detrimental to the
Company.

     8.3  The  Employee  agrees  not  to  disclose,  directly or indirectly, the
Confidential  Information  to  any  third  person  or  entity,  other  than
representatives  or  agents  of  the  Company. The Employee shall treat all such
information  as  confidential  and  proprietary  property  of  the  Company.

     8.4  The  term "Confidential Information" does not include information that
(a)  is or becomes generally available to the public other than by disclosure in
violation  of  this  Agreement,  (b)  was within the relevant party's possession
prior  to  being  furnished to such party, (c) becomes available to the relevant
party  on  a  non  confidential  basis or (d) was independently developed by the
relevant  party  without  reference  to the information provided by the Company.

     8.5 The Employee may disclose any Confidential Information that is required
to  be  disclosed by law, government regulation or court order. If disclosure is
required, the Employee shall give the Company advance notice so that the Company
may  seek  a  protective  order  or take other action reasonable in light of the
circumstances.

     8.6  Upon termination of this Agreement, the Employee shall promptly return
to  the  Company  all  materials containing Confidential Information, as well as
data,  records,  reports  and  other  property,  furnished by the Company to the
Employee  or  produced  by  the  Employee  in  connection with services rendered
hereunder.

     8.7  Notwithstanding  such return or any other provision of this Agreement,
the  Employee  shall  continue  to  be bound by the terms of the confidentiality
provisions  contained  in  this  Section 8 for a period of three years after the
termination  of  this  Agreement.

                                       6
<PAGE>

9.     Inventions Discovered by the Employee while Performing Services
       ---------------------------------------------------------------
       Hereunder.
       ---------

     During  the  Term,  the Employee shall promptly disclose to the Company any
invention,  improvement,  discovery,  process,  formula,  or  method  or  other
intellectual  property,  whether or not patentable, whether or not copyrightable
(collectively, "Inventions") made, conceived or first reduced to practice by the
Employee,  either  alone  or  jointly  with  others,  while  performing  service
hereunder.  The  Employee hereby assigns .to the Company all of his right, title
and  interest  in  and  to  any  such inventions. During and after the Term, the
Employee shall execute any documents necessary to perfect the assignment of such
Inventions  to  the  Company and to enable the Company to apply for, obtain, and
enforce  patents and copyrights in any and all countries on such Inventions. The
Employee hereby irrevocably designates the General Counsel to the Company as his
agent  and  attorney-in-fact to execute and file any such document and to do all
lawful  acts  necessary  to  apply  for and obtain patents and copyrights and to
enforce  the  Company's  rights under this section. This Section 9 shall survive
the  termination  of  this  Agreement.

10.     Non-Competition.
        ---------------

     During  the  Term and, if terminated by the Company for Cause, for a period
of  one  year  following  the  date  of  termination, the Employee shall not (a)
provide  any  services,  directly  or  indirectly,  to  any  other  business  or
commercial  entity  engaged  primarily in the Company's Field of Interest or (b)
participate  in  the  formation  of  any  business  or commercial entity engaged
primarily  in  the  Company's Field of Interest; provided, however, that nothing
contained  in  this  Section  10  shall  be deemed to prohibit the Employee from
acquiring, solely as an investment, shares of capital stock (or other interests)
of  any  corporation  (or  other  entity).  This  Section 10 shall be subject to
written waivers that may be obtained by the Employee from the Company. A request
for  such  a  waiver  shall not be unreasonably withheld and shall be acted upon
within  ten  business  days.

     10.1  If the Employee commits a breach, or threatens to commit a breach, of
any  of  the provisions of this Section 10, the Company shall have the right and
remedy  to  have  the  provisions of this Agreement specifically enforced by any
court having equity jurisdiction, it being acknowledged and agreed that any such
breach  or  threatened  breach  will cause irreparable injury to the Company and
that  money  damages  will  not  provide  an  adequate  remedy  to  the Company.

     10.2  If  any of the covenants contained in Section 8, 9 or 10, or any part
thereof,  is  hereafter construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given full
effect  without  regard  to  the  invalid  portions.

     10.3  If  any of the covenants contained in Section 8, 9 or 10, or any part
thereof,  is  held to be unenforceable because of the duration of such provision
or  the  area  covered  thereby,  the  parties  agree that the court making such
determination  shall  have  the power to reduce the duration and/or area of such
provision  and,  in  its reduced form, such provision shall then be enforceable.

                                       7
<PAGE>

     10.4 The parties hereto intend to and hereby confer jurisdiction to enforce
the  covenants  contained  in  Sections 8, 9 and 10 upon the courts of any state
within the geographical scope of such covenants. In the event that the courts of
any one or more of such states shall hold any such covenant wholly unenforceable
by  reason of the breadth of such scope or otherwise, it is the intention of the
parties  hereto  that  such  determination  not  bar  or  in  any way affect the
Company's  right  to the relief provided above in the courts of any other states
within  the  geographical  scope  of  such  covenants,  as  to  breaches of such
covenants  in  such  other respective jurisdictions, the above covenants as they
relate  to  each  state  being,  for  this  purpose,  severable into diverse and
independent  covenants.

11.     Indemnification.
        ---------------

     The  Company  shall indemnify the Employee, to the maximum extent permitted
by applicable law, against all costs, charges and expenses incurred or sustained
by him in connection with any action, suit or proceeding to which he may be made
a  party  by reason of his being an officer, director or employee of the Company
or  of any subsidiary or Affiliate of the Company. The Company shall provide, at
its  expense,  Directors  and  Officers  insurance  for  the Employee in amounts
reasonably  satisfactory  to  the Employee to the extent available at reasonable
rates,  which  determination shall be made by the Board. It is intended that the
benefits  described  in  this  Section  11  qualify  as  an "indemnification" or
"liability  insurance  plan"  under  Section  1.409A-1(b)(10)  of  the  Final
Regulations  under  Section  409A  of  the  Code.

12.     Excise Tax.
        ----------

     If  any  payments  made to or in respect of the Employee this Agreement, or
otherwise  in  respect  of  his employment by the Company; become subject to the
excise  tax  described  in  Code  Section 4999, the Company shall make a special
payment  to  him sufficient, on an after-tax basis (taking into account federal,
state  and  local  taxes  and related interest and penalties), to put him in the
same  position  as  would  have  been  the  case  had  no such excise taxes been
applicable  to  any payments or benefits provided in this Agreement or otherwise
in  respect of the Employee's employment by the Company. Any payment required to
be  paid  under  this  Section  12  shall  be  paid no later than the end of the
Employee's  taxable year next following the Employee's taxable year in which the
Employee  pays such excise tax to which the payment relates to the United States
Internal  Revenue  Service  or  other  applicable  taxing  authority.

13.     No Mitigation.
        -------------

     The  Employee  shall  not be required to mitigate the amount of any payment
provided  for  hereunder by seeking other employment or otherwise, nor shall the
amount  of  any  payment  provided  for hereunder be reduced by any compensation
earned by the Employee as the result of employment by another employer after the
date  of  termination  of  his  employment  by  the  Company.

                                       8
<PAGE>

14.     Prohibited Events.
        -----------------

     The  occurrence  of  any  of  the  following  events  shall  constitute  a
"Prohibited  Event":

     (a)  The  Employee  is  not  elected  to  the  Board of Directors, named as
Chairman  and  designated  CEO  of  the  Company.

     (b)  The  CEO  is  not the highest ranking executive officer of the Company
with  the  power  to  appoint  and  remove  all  other employees of the Company.

     (c) A person other than the Employee or a person designated by the Employee
is  elected  President  of  the  Company.

     (d)  The  retention  of  any senior executive officer by the Company, or an
offer  to pay compensation to any senior executive of the Company that in either
case  is  unacceptable  to  the  Employee,  in  his  reasonable  judgment.

15.     Definitions.
        -----------

     As  used  herein  the  following  terms  have  the  following  meaning:

     (a)  "Affiliate" means and includes any person, corporation or other entity
controlling,  controlled  by  or  under  common  control with the corporation in
question.

     (b) "Change in Control" means the occurrence of any of the following events
(without  the  consent  of  the  Employee):

     (i)  Any  corporation,  person  or  other entity makes a tender or exchange
offer  for  shares  of  the  Company's  Common  Stock  pursuant  to  which  such
corporation,  person  or  other  entity  acquires  40% or more of the issued and
outstanding  shares  of  the  Company's  Common  Stock;

     (ii)  (A)  A merger or consolidation of the Company whether or not approved
by  the  Board  of  Directors,  other than a merger or consolidation which would
result  in  the  voting  securities of the Company outstanding immediately prior
thereto  continuing  to  represent  (either by remaining outstanding or by being
converted  into  voting securities of the surviving entity or the parent of such
corporation)  more  than 50% of the total voting power represented by the voting
securities  of  the  Company  or  such  surviving  entity  or  parent  of  such
corporation,  as  the  case may be, outstanding immediately after such merger or
consolidation;  or  (B)  the  sale  or  disposition  by  the  Company  of all or
substantially  all  of  the  Company's  assets;  or

                                       9
<PAGE>

     (iii)  Any person within the meaning of Section 3(a)(9) or Section 13(d)(3)
of  the  Securities Exchange Act of 1934 acquires more than 40% of the Company's
issued  and  outstanding  voting  securities.

     (c)  "Company's  Field  of  Interest"  means  the  discovery,  development,
manufacture,  distribution,  and commercialization of any pharmaceutical product
that  is  based  on  or  involves (a) intervention in cell signaling, (b) cancer
therapy,  or  (c)  gene  and  cell  therapy.

16.     Arbitration.
        -----------

     Any  dispute arising under or in any way related to this Agreement shall be
resolved  by  arbitration  in  accordance  with  the  following  provisions:

     (a)  Any controversy or claim arising out of or relating to this employment
or  the termination of that employment (including, without limitation,any claims
of  unlawful employment discrimination whether based on age or otherwise) shall,
to  the  fullest extent permitted by law, be settled by arbitration in any forum
and  form  agreed  upon  by the parties or, in the absence of such an agreement,
under  the  auspices  of the American Arbitration Association ("AAA") in Boston,
Massachusetts  in accordance with the Employment Dispute Resolution Rules of the
AAA,  including,  but not limited to, the rules and procedures applicable to the
selection of arbitrators; provided, however, that such procedures are consistent
with  the  intent  of  the  parties  that a decision with respect to the dispute
(including  counterclaims)  be  rendered  no  later than 120 business days after
service  of  the  dispute  notice.

     (b)  The  arbitrator's  decision  shall  be  in  writing, and shall include
findings  of fact and a concise explanation of the reasons for the decision. The
arbitrator's  fees  and expenses shall be borne by one or both of the parties in
accordance  with  the  direction  of the arbitrator, who shall be guided in such
determination  by the results of the arbitration. If any party refuses to appear
before  the  arbitrator,  the  arbitrator  shall decide the matter as by default
against  the  non-appearing party, and such decision shall be final, binding and
non-appealable  to  the  same  extent  as  a  decision  rendered  with  the full
participation of such party. If any party causes unnecessary delay or engages in
any  other  misconduct  in the course of the proceeding, the arbitrator may take
such  action  into  account  when rendering his final decision. The arbitrator's
decision  shall  be  final,  binding  and non-appealable, and may be entered and
enforced  as  a  judgment by any court of competent jurisdiction. The arbitrator
shall  consider  and  determine  only  matters  properly subject to arbitration.

                                       10
<PAGE>

     (c) During the pendency of any arbitration or any dispute not yet submitted
for  arbitration,  the  Company  shall  not  be  entitled  to any offset against
payments,  stock  awards  or  other  benefits  due  to  the  Employee under this
Agreement.

17.     Legal Costs.
        -----------

     (a) Subject to the provisions of Section 16, if the Employee institutes any
legal  action  to enforce his rights under, or to recover damages for breach of,
this  Agreement, and the Employee prevails, he shall be entitled to recover from
the  Company  any actual expenses for attorney's fees and disbursements incurred
by  him.  During the pendency of any litigation, arbitration or other proceeding
the  Company  shall  pay  all  attorneys'  fees,  costs  and expenses (including
disbursements)  as  incurred  by  the  Employee  based  upon, arising out of, or
otherwise  in respect of any dispute arising under or in any way related to this
Agreement,  subject  to  the  Employee's  obligation  to repay the same, without
interest,  if  the Company prevails. If any payment made to or in respect of the
Employee  pursuant to this Section becomes subject to any tax, the Company shall
make  a  special  payment  to him sufficient, on an after-tax basis (taking into
account  federal,  state and local taxes and related interest and penalties), to
put  him  in  the  same position as would have been the case had such taxes been
applicable  to  any  payments  or  benefits  provided  in  this  subsection.

     (b)  The Company acknowledges that the Employee's counsel has (i) performed
research for the Company with respect to amendment of this Agreement to bring it
in  line  with  current  norms  and  (ii)  represented  the  Employee  in  the
renegotiation  of  this  Agreement.  Upon  rendering of a bill by the Employee's
counsel  for  legal  services rendered under clause (i), the Company will pay it
directly and the Company will also reimburse the Employee for the bill for legal
services  rendered  under  clause  (ii).

     (c)  Any  amounts  paid  by the Company under this Section 17 shall be made
within  thirty  (30)  days after the Employee delivers to the Company reasonable
evidence that the Employee has incurred fees, costs and/or expenses described in
this  Section  17 (each, a "Qualifying Expense"), provided that such evidence is
provided  not  later  than  one hundred and twenty (120) days following the date
that  the  Employee  incurs a Qualifying Expense. It is agreed to by the parties
hereto  that  (i)  amounts  reimbursed  under  this  Section  17 paid during one
calendar year will not affect how much the Company is obligated to pay hereunder
during  any  subsequent  calendar  year,  (ii) rights to reimbursement shall not
extend  past  the calendar year immediately following the calendar year in which
the  legal  action  is settled or subject to a final non-appealable decision, as
applicable,  and  (iii)  rights  under  this Section 17 may not be liquidated or
exchanged  for  another  benefit.

                                       11
<PAGE>

18.     Notices.
        -------

     All  notices,  requests,  consents  and  other  communications  required or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been duly given if sent by private overnight mail service (delivery confirmed by
such  service),  registered  or  certified  mail  (return  receipt requested and
received),  telecopy  (confirmed receipt by return fax from the receiving party)
or  delivered  personally,  as follows (or to such other address as either party
shall  designate  by  notice  in  writing  to the other in accordance herewith):

        If to the Company:
        ARIAD Pharmaceuticals, Inc.
        26 Landsdowne Street
        Cambridge, Massachusetts 01239-4234
        Attention:     Secretary
        Telephone:     (617) 494-0400
        Fax:           (617) 494-8144

        If to the Employee:
        Harvey J. Berger, M.D.
        2 Avery Street
        Apartment 34E
        Boston, Massachusetts 02111

19.     General.
        -------

     19.1  This  Agreement  shall  be  governed by and construed and enforced in
accordance  with  the  laws  of  the Commonwealth of Massachusetts applicable to
agreements  made  and  to  be  performed  entirely  in  Massachusetts.

     19.2  The Section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

     19.3  This  Agreement  sets forth the entire agreement and understanding of
the  parties  relating  to  the  subject matter hereof, and supersedes all prior
agreements,  arrangements  and  understandings, written or oral, relating to the
subject matter hereof. No representation, promise or inducement has been made by
either  party that is not embodied in this Agreement, and neither party shall be
bound  by or liable for any alleged representation, promise or inducement not so
set  forth.

     19.4 This Agreement and the Employee's rights and obligations hereunder may
not  be  assigned  by  the  Employee  or  the  Company.

     19.5 This Agreement may be amended, modified, superseded, canceled, renewed
or  extended, and the terms or covenants hereof may be waived, only by a written
instrument  executed  by  the parties hereto, or in the case of a waiver, by the
party waiving compliance. The failure of a party at any time or times to require
performance  of  any  provision  hereof shall in no manner affect the right at a
later  time  to enforce the same. No waiver by a party of the breach of any term
or covenant contained in this Agreement, whether by conduct or otherwise, in any
one  or  more  waiver of any such breach, or a waiver of the breach of any other
term  or  covenant  contained  in  this  Agreement.

                                       12
<PAGE>

     19.6 The parties intend that the payments and benefits provided for in this
Agreement  to either be exempt from Section 409A of the Code or be provided in a
manner  that  complies  with  Section 409A of the Code. Notwithstanding anything
contained  herein  to  the contrary, all payments and benefits which are payable
upon  a  termination of employment hereunder shall be paid or provided only upon
those  terminations  of  employment  that constitute a "separation from service"
from  the  Company  within  the  meaning of Section 409A of the Code (determined
after  applying  the  presumptions  set  forth  in  Treas.  Reg.  Section
1.409A-1(h)(1)).

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.

                                      ARIAD PHARMACEUTICALS, INC.

                                      By  /s/ Raymond T. Keane
                                          ----------------------------------
                                          Name:  Raymond T. Keane
                                          Title: Senior Vice President, General
                                                 Counsel

                                          /s/  Harvey J. Berger
                                          ---------------------------------
                                          Harvey J. Berger, M.D.

                                       13