**Exhibit 10.29**

 

**Millennium Pharmaceuticals, Inc.**

**Description of Non-Employee DirectorCompensation**

 

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 perform those responsibilities.

 

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

 

**Cash Compensation**

 

Each director who is not an employee of Millennium receives:

 
| **Type  of Fee**                                                       | ** ** | **Amount** | ** ** | **For each** | ** **                                       |
|------------------------------------------------------------------------|------------|------------|------------|--------------|--------------------------------------------------|
| **Annual retainer:**                                              |       | $          | 40,000     |         | Year of  service                                 |   |
|                                                                   |       |       |       |         |                                             |
| **Additional retainer for non-employee  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 retainer for committee chair  (other than audit chair):** |       | $          | 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 for reasonable traveland out-of-pocket expenses in connection with their service as directors.

 

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**Stock Compensation**

 

Directors also participate in our 2000 Stock Incentive Plan. Under theoption program for directors adopted by the Board, our non-employee directorsreceive 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                                                                                 |       | same as annual grant                                                                                                                             |
| ** **                                          | ** ** | ** **            | ** ** | ** **                                                                                                           | ** ** | ** **                                                                                                                                       |
| **Chairman of audit committee**                     |       | 5,000                 |       | the dates of the annual option grant                                                                                 |       | same as annual grant                                                                                                                             |
| ** **                                          | ** ** | ** **            | ** ** | ** **                                                                                                           | ** ** | ** **                                                                                                                                       |
| **Committee chairman (other than audit chairman):** |       | 2,500                 |       | the dates of the annual option grant                                                                                 |       | same as annual grant                                                                                                                             |
| ** **                                          | ** ** | ** **            | ** ** | ** **                                                                                                           | ** ** | ** **                                                                                                                                       |
| **Vice chairman of the board:**                     |       | 5,000                 |       | the dates of the annual option grant                                                                                 |       | same as annual grant                                                                                                                             |

 

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