Exhibit 10.1


 


EPIX Pharmaceuticals, Inc.


Named Executive Officers Bonus Awards and Plans


 


On January 31, 2005, the
Compensation Committee of the Board of Directors (the “Committee”) of EPIX
Pharmaceuticals Inc. (“EPIX”) determined cash bonuses for EPIX’ executive
officers for 2004.  On May 5, 2005, the
Committee determined the 2005 annual bonus incentive targets for EPIX’
executive officers.


 


Beginning in 1998, the
Company started an annual bonus incentive plan. 
The Company’s executive officers are eligible for an annual cash bonus
which is based primarily on corporate achievements and individual performance
objectives that are established at the beginning of each year.  The targeted bonus level for the Chief
Executive Officer is 35% of annual salary. 
After the completion of the year, the Compensation Committee reviews the
attainment of corporate and individual objectives and awards bonuses up to 150%
of the targeted bonus level in the first quarter of the subsequent year, based
on the extent to which corporate objectives were met or exceeded and individual
contributions to the Company’s overall performance.


 


On January 31, 2005, the
Committee determined 2004 incentive bonuses for EPIX’ executive officers based
on corporate and individual performance. 
The Committee evaluated the achievement of the corporate component of
the bonus based on the Committee’s assessment of 2004 corporate achievements as
set by the Board of Directors in early 2004. 
The Committee, along with the Chief Executive Officer and President
& Chief Operating Officer, also evaluated the individual performance of
each of the remaining executive officers.


 


The Company made progress in
2004 in moving its lead product, MS-325, through the U.S. regulatory process
and in supporting Schering in its non-U.S. regulatory submissions, but fell
short of achieving several key goals. 
The Company also made progress in developing MS-325 for other uses and
in moving its second product, EP-2104R into the clinic.  In January 2005, the Company received an approvable
letter from the FDA for MS-325 in which the FDA requested additional clinical
studies to demonstrate efficacy prior to approval.  The Company is continuing its dialogue with
the FDA in order to determine the next steps it will need to take in the regulatory
pathway for MS-325.  These matters were
taken into account by the Compensation’s Committee in its review of the Company’s
achievements during 2004 relating to the value of the Company’s current
pipeline and building for growth.  As a
result, the Compensation Committee based bonus awards on an overall corporate
performance factor of 42%.


 


The
following table sets forth the 2004 year-end cash bonuses for each named
executive officer during 2004:


 


	
  Named Executive Officer

  	
   

  	
  Position

  	
   

  	
  2004 Bonus

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael D. Webb

  	
   

  	
  Chief Executive Officer

  	
   

  	
  $

  	
  49,125

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Andrew C.G. Uprichard, M.D.

  	
   

  	
  President & Chief Operating Officer

  	
   

  	
  $

  	
  34,878 

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peyton J. Marshall. Ph.D.

  	
   

  	
  Sr. Vice President, Finance & Chief Financial
  Officer

  	
   

  	
  $

  	
  36,114

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Weisskoff, Ph.D.

  	
   

  	
  Former Vice President, Business Development

  	
   

  	
  $

  	
  23,901

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alan P. Carpenter, Ph.D., J.D.

  	
   

  	
  Vice President, Legal and Government Affairs

  	
   

  	
  $

  	
  32,156

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gregg Mayer

  	
   

  	
  Vice President, Corporate Relations

  	
   

  	
  $

  	
  25,294

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas McMurry, Ph.D.

  	
   

  	
  Vice President, Research

  	
   

  	
  $

  	
  28,312

  	
   

  



 










(1)
Dr. Uprichard’s signing bonus of $20,000 on joining the Company in July 2004 is
not reflected in this number.


 


Total cash bonuses,
factoring in both individual and corporate performance, were awarded to
executive officers at a level of 47% of target for 2004 performance.


 


On May 5, 2005 the
Compensation Committee approved the 2005 corporate performance goals applicable
to the Company’s executive officers and other employees eligible to receive
cash bonuses.  2005 cash bonuses will be
based on a formula that takes into account corporate performance goals,
including regulatory and other development milestones for MS-325, development
milestones for EP-2104R and objectives relating to building the Company’s
product pipeline.