**Exhibit 10.26**

**Millennium Pharmaceuticals, Inc.Description of Non-Employee Director Compensation**

We donot pay directors who are also Millennium employees any additional compensationfor their service as a director. We do pay our non-employee directors for theirservice as directors.

Eachyear, the Board Governance Committee reviews the compensation we pay to ournon-employee directors. The Committee compares our Board compensation tocompensation paid to non-employee directors by similarly sized public companiesin similar businesses. The Committee also considers the responsibilities thatwe ask our Board members to assume and the amount of time required to performthose responsibilities.

Belowwe show the rate of compensation that we pay to our non-employee directors.

**Cash Compensation**

Beginning in 2007, directors may choose to receive allor a portion of their annual retainer in the form of Millennium common stock.

Each director who is not an employee of Millenniumreceives:
| **Type of Fee**                                                       | ** ** | **Amount** | ** ** | **For each** | ** **                                        |
|---------------------------------------------------------------------------------|------------|------------|------------|-------------------|---------------------------------------------------|
| Annual retainer:                                                           |       | $          | 40,000     |              | Year  of service                                  |   |
| Additional annual  retainer for chairman of the board:                          |       | $          | 20,000     |              | Year  of service                                  |   |
| Additional annual  retainer for vice chairman of the board:                     |       | $          | 10,000     |              | Year  of service                                  |   |
| Additional annual  retainer for chairman of audit committee:                    |       | $          | 10,000     |              | Year  of service                                  |   |
| Additional annual  retainer for committee chairman (other than audit chairman): |       | $          | 5,000      |              | Year  of service                                  |   |
| Attendance:                                                                     |       | $          | 2,000      |              | Board  meeting  attended in person                |   |
|                                                                            |       | $          | 1,000      |              | Board  meeting by  conference telephone           |   |
|                                                                            |       | $          | 1,000      |              | Board  committee  meeting attended  in person     |   |
|                                                                            |       | $          | 750        |              | Board committee  meeting by conference  telephone |   |

 

Millennium also reimburses non-employee directors forreasonable travel and out-of-pocket expenses in connection with their serviceas directors.

**Stock Compensation**

In addition to Millennium CommonStock that a director may choose to receive in lieu of all or a portion of thecash retainer, under the option program for directors adopted by the Board, ournon-employee directors receive stock option grants as follows:
|                               | ** ** | **Number  of shares** | ** ** | **Granted  in three  installments on**                                                                        | ** ** | **Vesting  schedule**                                                                                                                                  | ** ** |
|-------------------------------|------------|----------------------------|------------|-------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Initial Option Grant:**     |       | 35,000                     |       | the  date the director is first  elected, one month later and  two months later                                         |       | vest  on a monthly  basis beginning one  month from the date  of election and  become fully vested  on the fourth anniversary  of the date of election |       |
| **Annual  Option Grant:**     |       | 15,000                     |       | May 1st,  June 1st and  July 1st of each year,  prorated for service on the  Board of less than one year |       | 1/12th  monthly                                                                                                                                        |       |
| **Non-employee Chairman of**  |       |                       |       |                                                                                                                    |       |                                                                                                                                                   |       |
| **the Board:**                |       | 10,000                     |       | the  dates of the annual  option grant                                                                                  |       | 1/12th  monthly                                                                                                                                        |       |
| **Chairman  of audit**        |       |                       |       |                                                                                                                    |       |                                                                                                                                                   |       |
| **committee:**                |       | 5,000                      |       | the  dates of the annual  option grant                                                                                  |       | 1/12th  monthly                                                                                                                                        |       |
| **Committee chairman (other** |       |                       |       |                                                                                                                    |       |                                                                                                                                                   |       |
| **than audit chairman):**     |       | 2,500                      |       | the dates of the annual  option grant                                                                                   |       | 1/12th monthly                                                                                                                                         |       |
| **Vice Chairman of the**      |       |                       |       |                                                                                                                    |       |                                                                                                                                                   |       |
| **Board:**                    |       | 5,000                      |       | the dates of the annual  option grant                                                                                   |       | 1/12th monthly                                                                                                                                         |       |

 

----