Fiscal Year 2005 CEO Bonus Plan



 EXHIBIT 10.1 
  
 FINAL 
  
 FISCAL YEAR 2005 CEO BONUS PLAN 

	(1).	Participant  

  
 CEO 
  

	(2).	Maximum Available 

  
 Up to 60% of CEO’s base salary. 
  

	(3).	Bonus Pool 

  
 The amount of Base Bonus Pool received will be calculated based on the following Performance Areas: Business Development, R&D Clinical Development,
Sales & Marketing, Common Stock Performance and Corporate Finance. The relative weighting of each area has been determined by management and the Compensation Committee, and the total of all areas in Section 4 is equal to 70% of the Base Bonus
Pool. 
  
 In addition up to 30% of the Base Bonus Pool will be
allocated by the Nominating and Governance Committee of the Board of Directors based on the annual CEO Evaluation which will assess the CEO’s leadership skills and accomplishments. 
  

	(4).	Computation of Performance Areas 

  

			
	 Goal

	  	Percentage of Total


	 a.      Business Development #1
	  	10%
	 —    In-license one development-stage compound in urology, gynecology or infectious diseases on terms approved by the Board of
Directors.
	  	 
		
	 b.      Business Development #2
	  	 
	 —    In-license or acquire one marketed compound on terms approved by the Board of Directors.
	  	20%









			
	 Goal

	  	Percentage of Total


	 c.      R&D/Clinical Development (#1)
	  	 
	 —    Enroll 200th patient in Phase 3 Trospium QD studies
	  	15%
		
	 d.      R&D/Clinical Development (#2)
	  	10%
	 —    Enroll 25th patient in first Phase 2 trial of Aminocandin
	  	 
		
	 e.      Common Stock Performance
	  	15%

  
 —    All or a portion of this goal will be earned based on the higher of the formulas derived from either the (a) relative stock performance of Indevus’ Common Stock during the fiscal year or (b) the actual
percentage increase in Indevus’ Common Stock during the fiscal year. Since achievement of a large increase in Indevus’ Common Stock either over an Index or over its price at the beginning of the fiscal year is beneficial to the
Company’s shareholders, the calculation is made based on the higher one. 
  

			
	 % of Performance Area

	 	 IDEV % pts. Increase over initial IDEV price
 IDEV % pts. above Index


	100%	 	50%

  
 The Index is
calculated based on the publicly available AMEX Biotechnology Index (or close equivalent if unavailable). 
  
 Due to the potential for short term news driven fluctuations in stock price, the average of the closing common stock price for the five trading days up to
and including 9/30/04 and 9/30/05 will be used instead of the closing common stock price on that day. 
  

			
	 f.       Corporate Finance
	  	10%
		
	 —    Ensure cash on hand at end of fiscal year is sufficient to last for at least the following 12 months—50% of
goal.
	  	 
		
	 —    Ensure cash on hand at end of fiscal year is sufficient to last for at least the following 18 months—100% of
goal.
	  	 
		
	 g.      Sales & Marketing
	  	 
		
	 This goal is based on the Company’s internal FY 2005 target for Sales of Sanctura.
	  	20%

  

			
	 % of Target Achieved

	 	 Percentage of Goal


	75%	 	25%
	85%	 	50%
	95%	 	75%
	100%	 	100%









	(5).	Additional Goal – Business Development 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4, 6, 7 and 8. In-license a second marketed product suitable
for our existing sales force on terms approved by the Board of Directors. Achievement of this goal will result in a bonus of 20% of base salary. 
  

	(5a).	Second Additional Goal – Business Development 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4, 5, 6, 7 and 8. Out-license two existing compounds in our
portfolio on terms approved by the Board of Directors. Achievement of this goal will result in a bonus of 20% of base salary. 
  

	(6).	Additional Goal – Research and Development 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4, 5, 7 and 8. Complete enrollment in the first Aminocandin
Phase 2 trial. Achievement of this goal will result in a bonus of 20% of base salary. 
  

	(7).	Additional Goal – Strategic Transaction 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4, 5, 6 and 8. Complete a transaction, on terms approved by the
Board of Directors, that significantly enhances long-term shareholder value. Achievement of this goal will result in a bonus of 20-60% of base salary, at the discretion of the Compensation Committee. 
  

	(8).	Additional Goal – Sales & Marketing 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4, 5, 6 and 7. Achieve gross sales of SANCTURA >105% of
target. Achievement of this goal will result in a bonus of 20-30% of base salary at the discretion of the Compensation Committee. 
  

	(9).	Calculation and Payment 

  
 A recommended calculation of the bonus will be made by management and will be reviewed and approved by the Compensation Committee. Bonuses may be paid
periodically during the fiscal year upon attainment of goals, but not later than October 31, 2005. Payment will be made only to recipients who are still employees of the Company at the time of payment of the bonuses or October 31, 2005, whichever is
earlier.