Exhibit 10.53


 


January 19, 2006


 


Christophe
Bianchi


120
East 87th Street #P18D


New
York, New York 10128


 


Dear
Christophe,


 


This
letter supersedes and replaces our original offer letter sent to you, dated
December 22, 2005.


 


On
behalf of Millennium Pharmaceuticals, Inc. (the “Company”), I am pleased to
offer you the position of Executive Vice President, Commercial Operations in
the Commercial Management group reporting to Deborah Dunsire, Chief Executive
Officer. We are very excited about the prospect of you joining Millennium and driving
the Company’s commercial success. The offer terms are outlined below and please
feel free to call me to discuss them:


 


1.               Salary:  Your base salary will
initially be $415,000 per annum. Your salary will be paid periodically in
accordance with the Company’s payroll procedures. In addition, in accordance
with the Company’s compensation practices, you will receive, approximately
annually, a salary review which will be based on your performance, the Company’s
performance and such other factors as may be determined by the Company’s Board
of Directors.


 


2.               Effective Date: The Effective Date of your full-time
employment with the Company is February 1, 2006 (the “Effective Date”).


 


3.               Success Sharing:  You
will be eligible to participate in the 2006 Millennium Success Sharing cash
bonus program, which includes a fixed percentage of salary target for each
position. The funding of the target is based on the Company meeting overall
goals established at the beginning of each calendar year. In the event of
Company performance below or above target, your personal bonus payment may vary.
Your individual bonus payment will also vary based on your individual
performance. The target for your position is 45% of your annual salary,
prorated based on service during the calendar year. Your manager will work with
you to establish your individual goals under the Success Sharing program. Bonus
payments will be made to eligible and active employees in March of 2007 for the
2006 Success Sharing Plan.


 


4.               Benefits:  You and your dependents will
be eligible for the Company’s standard medical, dental, vision, life insurance,
disability benefits and Section 125 cafeteria plan. You will also be eligible
to participate in the Company’s 401(k) and Employee Stock Purchase plans. You
will accrue vacation at the rate of 1.25 days per month of full-time employment.
Standard paid holidays will be observed. Transportation benefits are also
available. The Company, however, reserves the right to modify its employee
benefit programs from time-to-time.


 

















 


5.               Equity Participation 


 


Stock Options:
You will be granted stock options exercisable for 200,000 shares of the Company’s
Common Stock. One third (1/3) of the total number of stock options will be
granted on the last day of the calendar month in which you commence full-time
employment with the Company, and one third will be granted on the last day of
each of the next two succeeding calendar months. The exercise price of these
stock options will be equal to the fair market value of Millennium’s Common
Stock on the date of each grant. All options will vest as to one fourth (1/4)
of the shares on the first anniversary of your commencement of full-time
employment with the Company and as to one forty-eighth (1/48) of the shares monthly
thereafter until all shares are vested, provided that you remain employed by
the Company. In the event of your death while employed by the Company, all
options will vest immediately as to all shares. In the event of termination of
your employment for any reason (except as set forth in the preceding sentence
or, in certain situations, upon a change of control of the Company as provided
in the Company’s 2000 Stock Incentive Plan or will be contained in your stock
option grant forms), vesting as to all shares shall cease. Provided that you
remain employed by the Company, these stock options will be exercisable (as to
the vested portion) for 10 years from the date of each grant. A complete
description of the terms and conditions of these stock options is contained in
the Company’s 2000 Stock Incentive Plan or will be contained in your stock
option grant forms.


 


Restricted Stock:  In addition to the stock options described
above, the Company will issue you 30,000 shares of restricted stock under the Company’s
2000 Stock Incentive Plan, which shares will vest one third (1/3) on each of the
first, second and third anniversaries of your commencement of employment with
the Company, provided that you remain employed by the Company. In the event of
your death while employed by the Company, all unvested shares will vest
immediately. In the event of termination of your employment for any reason
(except as set forth in the preceding sentence or, in certain situations, upon
a change of control as provided in the Company’s 2000 Stock Incentive Plan or
will be contained in your restricted stock grant form), vesting as to all
shares shall cease. A complete description of the terms and conditions of this restricted
stock grant is contained in the Company’s 2000 Stock Incentive Plan or will be
contained in your restricted stock grant form.


 


6.               Employment Period:  Your
employment with the Company is contingent upon your successful completion of
all required background screenings relative to the position you have accepted. Your
employment with the Company will be at-will, meaning that you will not be
obligated to remain employed by the Company for any specified period of time;
likewise, the Company will not be obligated to continue your employment for any
specific period and may terminate your employment at any time, with or without
cause.


 


7.               Employment Eligibility Verification: 
Please note that all persons employed in the United States, are required
to complete an Employment Eligibility Verification Form on the first day of employment
and submit an original document or documents that establish identity and
employment eligibility within three business days of employment. For your
convenience, we are enclosing Form I-9 for your review. You will need to
complete Section 1 and present original document(s) of your choice as listed on
the reverse side of the form once you begin work. Please
note:  the I-9 form and valid
identification are legal
requirements and must be submitted within 3 days
of your start date. If you do not submit the required documentation within the
3-day time frame, by law we cannot allow you to continue to work.


 

















 


8.               Proprietary Information, No Conflicts:  You
agree to execute the Company’s standard form of Invention, Non-Disclosure and
Non-Competition Agreement and to be bound by all of the provisions thereof. You
hereby represent that you are not presently bound by any employment agreement,
confidential or proprietary information agreement or similar agreement with any
current or previous employer that would impose any restriction on your
acceptance of this offer or that would interfere with your ability to fulfill
the responsibilities of your position with the Company.


 


9.               New Employee Orientation: Orientation is held every other week. You
will receive a welcome kit in the mail informing you of your orientation date
approximately one week prior to your start date.


 


If
your first day of employment with the company is a Monday and coincides with an
orientation day, you should arrive at our University Park, 40 Landsdowne Street
location for New Employee Orientation, which begins promptly at 8:30 a.m.;
commuting directions are enclosed. If you are driving, please park in the
Franklin Street parking garage, which can be accessed either from the Franklin
or Green Street entrances (near the Star Market and University Park Hotel);
both streets are located off of Sidney Street. Please bring your parking ticket
to the Millennium receptionist prior to Orientation for validation.


 


If
your first day of employment with the company does not coincide with an
Orientation day, you should arrive at your work location and join your
department. Your Orientation will be scheduled for the next session, our staff
and/or your manager will advise you of the date.


 


If
you have any questions about your Orientation date, please contact Sara
Benyamini at 617-551-8878.


 


10.         Sign-on
Bonus:  The Company will pay you a bonus of $25,000
on the date of the first paycheck following commencement of your full time
employment. Should you voluntarily resign or be terminated for cause, within 12
months of your starting date after having received this bonus, the Company
reserves the right to seek repayment of all or a pro-rata portion of your bonus.
We will also pay you a bonus of $35,000 on the date of the first paycheck
following commencement of your second year of fulltime employment. Should you
voluntarily resign or be terminated for cause, within 24 months of your
starting date after having received this bonus, the Company reserves the right
to seek repayment of all or a pro-rata portion of your bonus.


 


11.         Retirement
Benefits:  On the Effective Date, the Company will
credit $100,000 to a tax deferred bookkeeping account (the “Account”)
maintained by the Company on your behalf. You will be entitled to direct the
investment of such Account in a manner similar to the investment opportunities
provided under the Company’s 401(k) program, as amended from time to time. The
Account will be adjusted, on a daily basis, by the income, gain or loss
(realized and unrealized) resulting from such investment. You will become 1/3
vested in the Account on the second anniversary of the Effective Date and will
become vested in an additional 1/3 of the Account on each anniversary
thereafter (i.e,, 100% vesting after four years), assuming in each case that
you have remained employed with the Company. Six months following your
termination of employment with the Company for any reason, you (or, in the
event of death, your designated beneficiary) will commence receiving ten annual
installment payments equal to the vested portion of the Account (1/10, 1/9,
1/8, etc.), as adjusted to reflect the investment returns during such deferral
period. Neither you nor the Company shall have the right to accelerate or defer
payment from the Account. You


 

















 


acknowledge
that the assets in the Account are the assets of the Company and that your
rights to the Account will be no greater than those of a general unsecured
creditor of the Company. No right or interest to the Account shall be
assignable or transferable or be subject to alienation, anticipation, sale,
pledge, encumbrance or similar process or be liable for or subject to any of
your debts or liabilities. The provisions of this paragraph are intended to
defer the recognition of taxable income by you until the distribution of
amounts from the Account without the imposition of any penalties. Accordingly
these provisions are intended to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and will be implemented and interpreted in
accordance with that intent.


 


12.         Relocation
Expenses:  Upon your acceptance of this offer, you are
eligible for reimbursement of the following expenses associated with your
relocation. The enclosed relocation tax information will explain relocation tax
treatment. Specific relocation information will follow from
MSI, Millennium’s relocation company.


 


•                  Reimbursement for expenses associated with
direct-route transportation to Cambridge.


•                  The cost of packing, moving, up to six (6)
months temporary storage, and unloading of your household goods and effects
using a certified carrier of the Company’s choice.


•                  Temporary housing for up to six months upon
your arrival in the Boston area or $3,000 (grossed up) lump sum if housing is
not used.


•                  Destination services provided by Corporate
Real Estate Services, a division of Hunneman Coldwell Banker.


•                  Closing costs (excluding points) on the
purchase of a new home, up to 3% of the purchase price, if purchased within 12
months of your date of hire.


•                  Millennium will reimburse you for reasonable and customary closing costs for your
existing home, including real estate commission not to exceed 6%, legal and
recording fees, title charges, transfer taxes, documentary stamps, etc.


•                  The Company will provide a lump sum allowance
of $2,000 (grossed up) to cover additional relocation related expenses. This
sum will be paid to you by MSI once you submit a request for payment.


•                  Up to two house-hunting trips, for up to
eight (8) days total, for the purpose of locating suitable housing.


 


Should
you voluntarily resign or be terminated for cause from the Company within one
year of relocating, upon request by the Company, you agree to return all or any portion of reimbursed relocation expenses as requested by
the Company.


 


13.         Reimbursement
of Relocation Repayment Obligations: In the event that you are required by sanofi-aventis to repay all or
a part of the approximately $110,000 previously provided by sanofi-aventis to
you as relocation expense, upon receipt by the Company of written documentation
evidencing such required repayment to sanofi-aventis, the Company will promptly
provide you with a cash payment equal to such required repayment amount. Should
you voluntarily resign or be terminated for cause from the Company within one
year of the effective date of your full-time employment with the Company, upon
request by the Company, you agree to return all or any
portion of the reimbursed relocation expenses as requested by the Company.


 


14.         Severance:  In the event that your employment is
terminated by Millennium other than for Justifiable Cause or terminated by you
for Good Reason, Millennium will, for the twelve-month period following your
termination of employment (the “Severance Period”), pay you a severance payment
(the “Severance Payment”) equal to twelve (12) months’ base salary at


 

















 


your
then current rate of pay; The Severance Payment will be payable periodically in
accordance with Millennium’s payroll procedures as then in effect, commencing
with the first payroll period following termination of employment.  In the
event your employment is terminated by Millennium for Justifiable Cause or
voluntarily by you without Good Reason, you will not be entitled to any
Severance Payment.


 


“Justifiable
Cause” shall mean the occurrence of any of the following events: (i) your
conviction of, or plea of  nolo contendere with respect to a felony or a
crime involving moral turpitude, (ii) your commission of an act of personal
dishonesty or breach of fiduciary duty involving personal profit in connection
with the Company, (iii) your commission of an act, or failure to act, which the
Board of Directors of the Company shall reasonably have found to have involved
willful misconduct or gross negligence on your part, in the conduct of your duties
as an employee of the Company, (iv) habitual absenteeism, alcoholism or drug
dependence on your part which interferes with the performance of your duties as
an employee of the Company, (v) your willful and material failure or refusal to
perform your services as an employee of the Company, (vi) any material breach
by you to fulfill the terms and conditions under which you are employed by the
Company, or (viii) your willful and material failure or refusal to carry out a
direct, lawful written request of the Board of Directors or Chief Executive
Officer.  In the event that Millennium terminates your employment for
Justifiable Cause, Millennium will provide you with a statement of the basis
for such termination and an opportunity to respond thereto.


 


“Good
Reason” shall mean any action by the Company without your prior consent which
results in (i) any requirement by the Company that you perform your principal
duties outside a radius of 50  miles from the Company’s Cambridge
location; (ii) any material diminution in your title, position, duties,
responsibilities or authority, including your ceasing to report directly to the
Chief Executive Officer or to serve as a member of the Company’s executive
management team; (iii) any breach by the Company of any material provision
contained herein not cured within thirty days’ of written notice thereof; (iv)
a reduction in your base salary or a reduction of your target bonus amount to
less than 45% of your annual salary (unless such reduction is effected in
connection with a general and proportionate reduction of compensation  for
all members of the management team); or (v) any acquisition, merger or change
of control involving the Company which results in your ceasing to serve as the executive
vice president of commercial operations or an equivalent position for the
surviving entity.


 


To
signify your acceptance of this offer, please sign the enclosed copy of the
offer letter and telephone my assistant Nancy Kennedy at 617-679-7345 to
arrange to fax it to me no later than Monday, January 23. After that date, the
offer will lapse.


 

















 


Christophe,
all of us here at Millennium are very enthusiastic about your commitment to
joining the Company and have the highest expectation of your future
contributions.


 


	
  Very
  truly yours,

  
	
  MILLENNIUM
  PHARMACEUTICALS, INC.

  
	
   

  
	
  /s/
  LINDA PINE

  	
   

  
	
   

  
	
  Linda
  Pine

  
	
  SVP,
  Human Resources

  



 


I
agree to and accept the terms of this letter as of the date written above:


 


 


	
  /s/
  CHRISTOPHE BIANCHI

  	
   

  
	
  Christophe
  Bianchi

  
	
   

  
	
  January
  23, 2006

  	
   

  
			



Date