**Exhibit 10.53**

 

January 19, 2006

 

ChristopheBianchi

120East 87th Street #P18D

NewYork, New York 10128

 

DearChristophe,

 

Thisletter supersedes and replaces our original offer letter sent to you, datedDecember 22, 2005.

 

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

 

1.               Salary:  Your base salary willinitially be $415,000 per annum. Your salary will be paid periodically inaccordance with the Company’s payroll procedures. In addition, in accordancewith the Company’s compensation practices, you will receive, approximatelyannually, a salary review which will be based on your performance, the Company’sperformance and such other factors as may be determined by the Company’s Boardof Directors.

 

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

 

3.               Success Sharing:  Youwill be eligible to participate in the 2006 Millennium Success Sharing cashbonus program, which includes a fixed percentage of salary target for eachposition. The funding of the target is based on the Company meeting overallgoals established at the beginning of each calendar year. In the event ofCompany performance below or above target, your personal bonus payment may vary.Your individual bonus payment will also vary based on your individualperformance. The target for your position is 45% of your annual salary,prorated based on service during the calendar year. Your manager will work withyou to establish your individual goals under the Success Sharing program. Bonuspayments will be made to eligible and active employees in March of 2007 for the2006 Success Sharing Plan.

 

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

 

----

 

5.               Equity Participation 

 

Stock Options:You will be granted stock options exercisable for 200,000 shares of the Company’sCommon Stock. One third (1/3) of the total number of stock options will begranted on the last day of the calendar month in which you commence full-timeemployment with the Company, and one third will be granted on the last day ofeach of the next two succeeding calendar months. The exercise price of thesestock options will be equal to the fair market value of Millennium’s CommonStock 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-timeemployment with the Company and as to one forty-eighth (1/48) of the shares monthlythereafter until all shares are vested, provided that you remain employed bythe Company. In the event of your death while employed by the Company, alloptions will vest immediately as to all shares. In the event of termination ofyour employment for any reason (except as set forth in the preceding sentenceor, in certain situations, upon a change of control of the Company as providedin the Company’s 2000 Stock Incentive Plan or will be contained in your stockoption grant forms), vesting as to all shares shall cease. Provided that youremain employed by the Company, these stock options will be exercisable (as tothe vested portion) for 10 years from the date of each grant. A completedescription of the terms and conditions of these stock options is contained inthe Company’s 2000 Stock Incentive Plan or will be contained in your stockoption grant forms.

 

Restricted Stock:  In addition to the stock options describedabove, the Company will issue you 30,000 shares of restricted stock under the Company’s2000 Stock Incentive Plan, which shares will vest one third (1/3) on each of thefirst, second and third anniversaries of your commencement of employment withthe Company, provided that you remain employed by the Company. In the event ofyour death while employed by the Company, all unvested shares will vestimmediately. In the event of termination of your employment for any reason(except as set forth in the preceding sentence or, in certain situations, upona change of control as provided in the Company’s 2000 Stock Incentive Plan orwill be contained in your restricted stock grant form), vesting as to allshares shall cease. A complete description of the terms and conditions of this restrictedstock grant is contained in the Company’s 2000 Stock Incentive Plan or will becontained in your restricted stock grant form.

 

6.               Employment Period:  Youremployment with the Company is contingent upon your successful completion ofall required background screenings relative to the position you have accepted. Youremployment with the Company will be at-will, meaning that you will not beobligated to remain employed by the Company for any specified period of time;likewise, the Company will not be obligated to continue your employment for anyspecific period and may terminate your employment at any time, with or withoutcause.

 

7.               Employment Eligibility Verification: Please note that all persons employed in the United States, are requiredto complete an Employment Eligibility Verification Form on the first day of employmentand submit an original document or documents that establish identity andemployment eligibility within three business days of employment. For yourconvenience, we are enclosing Form I-9 for your review. You will need tocomplete Section 1 and present original document(s) of your choice as listed onthe reverse side of the form once you begin work. **Pleasenote:  the I-9 form and valididentification are *legal*requirements and must be submitted *within 3 days*of your start date. If you do not submit the required documentation within the3-day time frame, by law we cannot allow you to continue to work.**

 

----

 

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

 

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

 

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

 

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

 

Ifyou have any questions about your Orientation date, please contact SaraBenyamini at 617-551-8878.

 

10.         Sign-onBonus:  The Company will pay you a bonus of $25,000on the date of the first paycheck following commencement of your full timeemployment. Should you voluntarily resign or be terminated for cause, within 12months of your starting date after having received this bonus, the Companyreserves 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 paycheckfollowing commencement of your second year of fulltime employment. Should youvoluntarily resign or be terminated for cause, within 24 months of yourstarting date after having received this bonus, the Company reserves the rightto seek repayment of all or a pro-rata portion of your bonus.

 

11.         RetirementBenefits:  On the Effective Date, the Company willcredit $100,000 to a tax deferred bookkeeping account (the “Account”)maintained by the Company on your behalf. You will be entitled to direct theinvestment of such Account in a manner similar to the investment opportunitiesprovided under the Company’s 401(k) program, as amended from time to time. TheAccount will be adjusted, on a daily basis, by the income, gain or loss(realized and unrealized) resulting from such investment. You will become 1/3vested in the Account on the second anniversary of the Effective Date and willbecome vested in an additional 1/3 of the Account on each anniversarythereafter (i.e,, 100% vesting after four years), assuming in each case thatyou have remained employed with the Company. Six months following yourtermination of employment with the Company for any reason, you (or, in theevent of death, your designated beneficiary) will commence receiving ten annualinstallment 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 deferralperiod. Neither you nor the Company shall have the right to accelerate or deferpayment from the Account. You

 

----

 

acknowledgethat the assets in the Account are the assets of the Company and that yourrights to the Account will be no greater than those of a general unsecuredcreditor of the Company. No right or interest to the Account shall beassignable or transferable or be subject to alienation, anticipation, sale,pledge, encumbrance or similar process or be liable for or subject to any ofyour debts or liabilities. The provisions of this paragraph are intended todefer the recognition of taxable income by you until the distribution ofamounts from the Account without the imposition of any penalties. Accordinglythese provisions are intended to comply with Section 409A of the InternalRevenue Code of 1986, as amended, and will be implemented and interpreted inaccordance with that intent.

 

12.         RelocationExpenses:  Upon your acceptance of this offer, you areeligible for reimbursement of the following expenses associated with yourrelocation. The enclosed relocation tax information will explain relocation taxtreatment.**Specific relocation information will follow fromMSI, Millennium’s relocation company.**

 

•                  Reimbursement for expenses associated withdirect-route transportation to Cambridge.

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

•                  Temporary housing for up to six months uponyour arrival in the Boston area or $3,000 (grossed up) lump sum if housing isnot used.

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

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

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

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

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

 

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

 

13.         Reimbursementof Relocation Repayment Obligations: In the event that you are required by sanofi-aventis to repay all ora part of the approximately $110,000 previously provided by sanofi-aventis toyou as relocation expense, upon receipt by the Company of written documentationevidencing such required repayment to sanofi-aventis, the Company will promptlyprovide you with a cash payment equal to such required repayment amount. Shouldyou voluntarily resign or be terminated for cause from the Company within oneyear of the effective date of your full-time employment with the Company, uponrequest by the Company, you agree to return **all or anyportion of the reimbursed relocation expenses as requested by the Company**.

 

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

 

----

 

yourthen current rate of pay; The Severance Payment will be payable periodically inaccordance with Millennium’s payroll procedures as then in effect, commencingwith the first payroll period following termination of employment.  In theevent your employment is terminated by Millennium for Justifiable Cause orvoluntarily by you without Good Reason, you will not be entitled to anySeverance Payment.

 

“JustifiableCause” shall mean the occurrence of any of the following events: (i) yourconviction of, or plea of  nolo contendere with respect to a felony or acrime involving moral turpitude, (ii) your commission of an act of personaldishonesty or breach of fiduciary duty involving personal profit in connectionwith the Company, (iii) your commission of an act, or failure to act, which theBoard of Directors of the Company shall reasonably have found to have involvedwillful misconduct or gross negligence on your part, in the conduct of your dutiesas an employee of the Company, (iv) habitual absenteeism, alcoholism or drugdependence on your part which interferes with the performance of your duties asan employee of the Company, (v) your willful and material failure or refusal toperform your services as an employee of the Company, (vi) any material breachby you to fulfill the terms and conditions under which you are employed by theCompany, or (viii) your willful and material failure or refusal to carry out adirect, lawful written request of the Board of Directors or Chief ExecutiveOfficer.  In the event that Millennium terminates your employment forJustifiable Cause, Millennium will provide you with a statement of the basisfor such termination and an opportunity to respond thereto.

 

“GoodReason” shall mean any action by the Company without your prior consent whichresults in (i) any requirement by the Company that you perform your principalduties outside a radius of 50  miles from the Company’s Cambridgelocation; (ii) any material diminution in your title, position, duties,responsibilities or authority, including your ceasing to report directly to theChief Executive Officer or to serve as a member of the Company’s executivemanagement team; (iii) any breach by the Company of any material provisioncontained 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 toless than 45% of your annual salary (unless such reduction is effected inconnection with a general and proportionate reduction of compensation  forall members of the management team); or (v) any acquisition, merger or changeof control involving the Company which results in your ceasing to serve as the executivevice president of commercial operations or an equivalent position for thesurviving entity.

 

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

 

----

 

Christophe,all of us here at Millennium are very enthusiastic about your commitment tojoining the Company and have the highest expectation of your futurecontributions.

 
| Very  truly yours,                |
|-----------------------------------|
| MILLENNIUM  PHARMACEUTICALS, INC. |
|                              |
| /s/  LINDA PINE                   |   |
|                              |
| Linda  Pine                       |
| SVP,  Human Resources             |

 

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

 

 
| /s/  CHRISTOPHE BIANCHI |   |
|-------------------------|--------|
| Christophe  Bianchi     |
|                    |
| January  23, 2006       |   |
|                         |        |  |

Date

 

----