**Exhibit 10.33**

 

MillenniumPharmaceuticals, Inc.
|   | Terms of Stock Option                    |   |
|--------|------------------------------------------|--------|
|   | Granted Under 2000  Stock Incentive Plan |   |

# 1.             Grant of Option.

This document sets forth terms of the grant byMillennium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on thedate (the “Grant Date”) indicated on the Notice of Grant of Stock Options (the “Notice”)to the Participant, of an option to purchase, in whole or in part, on the termsprovided herein and in the Company’s 2000 Stock Incentive Plan (the “Plan”), a certainnumber of shares (the “Shares”) of common stock, $.001 par value per share, ofthe Company (“Common Stock”) at the option price per Share as set forth in theNotice. Unless earlier terminated, this option shall expire on the expirationdate listed in the Notice (the “Final Exercise Date”). The number of Sharessubject to this option are set forth in the stock plan administration recordsof the Company, are listed in the Notice, and may be obtained or verified bythe Participant by contacting the Company’s stock plan administrator.

The Notice identifies the option as either anincentive stock option or a nonstatutory stock option.  An incentive stock option is intended to be,and a nonstatutory stock option is not intended to be, an incentive stock optionas defined in Section 422 of the Internal Revenue Code of 1986, as amended andany regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,the term “Participant,” as used in this option, shall be deemed to include anyperson who acquires the right to exercise this option validly under its terms.

# 2.             Vesting Schedule.

Subject to Section 3 below, this option will becomeexercisable (“vest”) as indicated in the stock plan administration records ofthe Company and described in the Notice.

The right of exercise shall be cumulative so that tothe extent the option is not exercised in any period to the maximum extentpermissible it shall continue to be exercisable, in whole or in part, withrespect to all Shares for which it is vested until the earlier of the FinalExercise Date or the termination of this option under Section 3 hereof or thePlan.

# 3.             Exercise of Option.

## (a)           Formof Exercise.  Each election toexercise this option shall be in writing in the form attached to this document,signed by the Participant, and received by the Company at its principal office,accompanied by payment in full in the manner provided in the Plan.  The Company expects to maintain externalstock plan administration that may include a capability permitting theParticipant to exercise this option electronically.  Use of this service is subject to additionalterms and conditions.  The Participantmay purchase less than the number of Shares covered hereby, provided that nopartial exercise of this option may be for any fractional share.

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## (b)           ContinuousRelationship with the Company Required. Except as otherwise provided in this Section 3, this option may not beexercised unless the Participant, at the time he or she exercises this option,is, and has been at all times since the Grant Date, an employee, officer ordirector of, or consultant or advisor to, the Company or any parent orsubsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “EligibleParticipant”).

## (c)           Terminationof Relationship with the Company.  Ifthe Participant ceases to be an Eligible Participant for any reason, then theright to exercise this option shall terminate three months after suchcessation, or at the end of such longer period as provided in paragraphs (d),(e) and (f) below, but in no event after the Final Exercise Date.  In this circumstance, this option shall beexercisable only to the extent that the Participant was entitled to exercisethis option on the date of such cessation. The rights provided in this paragraph are subject to the limitationsprovided in paragraph (g) below.

## (d)           ExercisePeriod Upon Disability.  If theParticipant becomes disabled (within the meaning of Section 22(e)(3) of theCode) prior to the Final Exercise Date while he or she is an EligibleParticipant, this option shall be exercisable within the period of one yearfollowing the date of disability of the Participant, but in no event after theFinal Exercise Date.  In this circumstance,this option shall be exercisable only to the extent that the Participant wasentitled to exercise this option on the date of his or her disability.  The rights provided in this paragraph aresubject to the limitations provided in paragraph (g) below.

## (e)           ExercisePeriod Upon Death.  If theParticipant dies prior to the Final Exercise Date while he or she is anEligible Participant, this option shall become immediately exercisable in fulland shall be exercisable within the period of three years following the date ofdeath of the Participant, but in no event after the Final Exercise Date (itbeing understood that in the case of an incentive stock option, the option mustbe exercised within the period of one year following the date of death in orderfor the option to qualify as an incentive stock option).  The rights provided in this paragraph aresubject to the limitations provided in paragraph (g) below.

(f)            Exercise Period Upon Retirement.  If the Participant retires prior to the FinalExercise Date while he or she is an Eligible Participant, and such Participanthas, at the time of such retirement, served as an employee of the Company for aperiod of ten years and has, at the time of cessation, reached the age offifty-five, then the right to exercise this option shall terminate three yearsafter such cessation, but in no event after the Final Exercise Date (it beingunderstood that inthe case of an incentive stock option, theoption must be exercised within the period of three months following the dateof cessation in order for the option to qualify as an incentive stockoption).  In this circumstance, thisoption shall be exercisable only to the extent that the Participant wasentitled to exercise this option on the date of such cessation.  The rights provided in this paragraph aresubject to the limitations provided in paragraph (g) below.

 

## (g)           Breachof Obligations; Discharge for Cause. If the Participant, prior to the FinalExercise Date, violates the non-competition or confidentiality provisions ofany employment, consulting or advisory contract, confidentiality andnondisclosure agreement or other agreement between the Participant and theCompany, the right to exercise this option shall terminate immediately uponwritten notice to the Participant from the Company describing such violation.

 

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## If the Participant, prior to the Final Exercise Date,is discharged by the Company for “cause” (as defined below), the right toexercise this option shall terminate immediately upon the effective date ofsuch discharge.  “Cause” shall meanwillful misconduct by the Participant or willful failure by the Participant toperform his or her responsibilities to the Company (including, withoutlimitation, breach by the Participant of any provision of any employment,consulting, advisory, nondisclosure, non-competition or other similar agreementbetween the Participant and the Company), as determined by the Company, whichdetermination shall be conclusive.  TheParticipant shall be considered to have been discharged for “Cause” if theCompany determines, within 30 days after the Participant’s resignation, thatdischarge for cause was warranted.

# 4.             Withholding.

No Shares will be issued pursuant to the exercise ofthis option unless and until the Participant pays to the Company, or makesprovision satisfactory to the Company for payment of, any federal, state orlocal withholding taxes required by law to be withheld in respect of thisoption.

# 5.             Transferability of Option.

Incentive stock option.  An incentive stockoption may not be sold, assigned, transferred, pledged or otherwise encumberedby the Participant, either voluntarily or by operation of law, except by willor the laws of descent and distribution, and, during the lifetime of theParticipant, this option shall be exercisable only by the Participant.

Nonstatutory stock option. Except as otherwise provided in this Section, a nonstatutory stockoption is not transferable other than by will or the laws of descent anddistribution, and may be exercised, during the lifetime of the Participant,only by the Participant.  However, theParticipant may transfer a nonstatutory stock option for no consideration to orfor the benefit of the Participant’s Immediate Family (including, withoutlimitation, to a trust for the benefit of the Participant’s Immediate Family orto a partnership or limited liability company for one or more members of theParticipant’s Immediate Family) and the transferee shall remain subject to allthe terms and conditions applicable to the nonstatutory stock option prior tosuch transfer.  The foregoing right totransfer a nonstatutory stock option shall apply to the right to consent toamendments of the terms of the option. The term “Immediate Family” shall mean the Participant’s spouse, parents,children, stepchildren, adoptive relationships, sisters, brothers andgrandchildren (and, for this purpose, shall also include the Participant.)

# 6.             Disqualifying Disposition.

If the Participant disposes of Shares acquired uponexercise of an incentive stock option within two years from the Grant Date orone year after such Shares were acquired pursuant to exercise of an incentivestock option, the Participant shall notify the Company in writing of suchdisposition.

# 7.             Provisions of the Plan.

This option is subject to the provisions of the Plan,a copy of which is furnished to the Participant with this document.

 

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**NOTICE OFSTOCK OPTION EXERCISE**
|                             | Date:  |   |   |
|----------------------------------|--------|--------|--------|
| Millennium Pharmaceuticals, Inc. |   |   |
| 40 Landsdowne Street             |   |   |
| Cambridge, MA 02139              |   |   |
|                             |   |   |
| Attention: Treasurer             |   |   |
|                             |   |   |
| Dear Sir or Madam:               |   |   |

 

I am the holder ofa stock option granted to me under the Millennium Pharmaceuticals, Inc. (the “Company”)2000 Stock Incentive Plan on                 for the purchase of                   shares of Common Stock of the Company at a purchase price of $                     pershare.

 

I hereby exercise my option to purchase                  shares of Common Stock, for which I have enclosed                    in the amount of                     .  Please register my stock certificate asfollows:
| Name(s):    |   | _______________________ |
|-------------|--------|-------------------------|
|        |   | _______________________ |
| Address:    |   | _______________________ |
| Tax I.D. #: |   | _______________________ |

 
| Very truly yours,             |
|-------------------------------|
|                          |
| _____________________________ |
| (Signature)                   |

 

 

 

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