Exhibit
10.3


 


Severance
and Incentive Agreement


 


This Severance and Incentive
Agreement (the “Agreement”) is made and entered into as of September 14, 2005
(the “Effective Date”), by and between EPIX Pharmaceuticals, Inc. (the “Company”)
and Andrew Uprichard (the “Executive”), to fully recognize the Executive’s
contributions to the Company and to assure continuous harmonious conduct of the
Company’s affairs.


 


In consideration of the mutual promises, terms, provisions, and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.  Severance.


 


a.  If the Executive’s employment with the
Company is terminated by the Company without Cause, subject to the conditions
set forth herein, the Company shall pay separation pay to the Executive in the
form of continuation of his then-current monthly salary for the period of
twelve (12) months following the termination date, paid in accordance with the Company’s
usual payroll practices.  In addition,
provided that the Executive elects COBRA in a timely manner, the Company will
continue his medical and dental insurance pursuant to COBRA at its own cost for
the twelve (12) month period following the termination date.  The separation pay and benefit continuation
described are hereafter referred to as “Severance”.


 


b.  If the Executive voluntarily terminates his
employment within ninety (90) days following (i) a change in his title (so that
he is no longer President and Chief Operating Officer) (ii) a substantial
diminution in his duties as President and Chief Operating Officer, or (iii) a
material reduction in his base salary, then he shall be entitled to the
Severance set forth above, provided that the Executive must provide written
notice to the Chief Executive Officer of his intent to terminate his employment
pursuant to this provision at least thirty (30) days in advance of the intended
termination date and give the Company the opportunity to restore his title,
duties, and/or salary.


 


b.  For purposes of this
agreement, “Cause” shall be defined as set forth in the Notice of Grant of
Stock Options and Option Agreement executed by the Executive on April 27, 2005
(the “Option Agreement”).


 


c.  The payment of Severance
hereunder is contingent upon the Executive’s execution of a separation
agreement in the form provided by the Company. 
Such agreement shall include a complete release of claims against the
Company and may also include, at the Company’s discretion, obligations of the
Executive relating to confidentiality, nondisparagement, and future
cooperation.


 


2.  Change in Control.  This Agreement shall not apply in the event
of a Termination Event following a Change in Control, as those terms are
defined in the Severance Plan approved by the Compensation Committee of the
Board of Directors on April 17, 2003 (the “2003 Severance 


 





















 


Plan”).  In such an event, the
Executive may be eligible for severance pay in accordance with the 2003
Severance Plan.


 


3.  Entire Agreement.  This Agreement sets forth the entire
agreement between the parties regarding its subject matter and supersedes any
prior communications, agreements and understandings, written or oral, with
respect to the subject matter hereof. 
Any attempted modification of this Agreement will not be effective
unless signed by a specifically authorized officer of the Company and the
Executive.


 


	
  ANDREW UPRICHARD

  	
   

  	
  EPIX PHARMACEUTICALS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
    /s/ Andrew
  Uprichard

  	
   

  	
  Signature: 

  	
    /s/
  Christopher F.O. Gabrieli

  	
   

  
	
   

  	
    Andrew
  Uprichard

  	
   

  	
   

  	
    By: Christopher
  F.O. Gabrieli

  
	
   

  	
   

  	
   

  	
  Chairman
  of the Board