exv10w3






Exhibit 10.3




SUBSCRIPTION AGREEMENT




ARIAD Pharmaceuticals, Inc.

26 Landsdowne Street

Cambridge, MA 02139




Gentlemen:




     The undersigned (the “Investor”) hereby confirms its agreement with ARIAD Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), as follows:



     1. This Subscription Agreement, including the Terms and Conditions for Purchase of Units
attached hereto as Annex I (collectively, this “Agreement”) is made as of the date set
forth below between the Company and the Investor.



     2. The Company has authorized the sale and issuance to certain investors of up to an aggregate
of 14,378,698 units (the “Units”), with each Unit consisting of (i) one share (the “Share,”
collectively, the “Shares”) of its common stock, par
value $0.001 per share (the “Common Stock”),
and (ii) one warrant (the “Warrant,” collectively, the “Warrants”) to purchase 0.75 shares of
Common Stock (and the fractional amount being the “Warrant Ratio”), in substantially the form
attached hereto as Exhibit B, for a purchase price of $1.69 per Unit (the “Purchase
Price”). Units will not be issued or certificated. The Shares and Warrants are immediately
separable and will be issued separately. The shares of Common Stock issuable upon exercise of the
Warrants are referred to herein as the “Warrant Shares” and, together with the Units, the Shares
and the Warrants, are referred to herein as the “Securities”).



     3. The offering and sale of the Units (the “Offering”) are being made pursuant to (a) an
effective Registration Statement on Form S-3 — File No. 333-140333 (the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”), including the
Prospectus contained therein (the “Base Prospectus”), (b) if applicable, certain “free writing
prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended
(the “Act”)), that have been or will be filed with the Commission and delivered to the Investor on
or prior to the date hereof (the “Issuer Free Writing Prospectus”), containing pricing and related
information and (c) a Prospectus Supplement (the “Prospectus Supplement” and, together with the
Base Prospectus, the “Prospectus”) containing certain supplemental information regarding the Shares
and terms of the Offering that has been or will be filed with the Commission and delivered to the
Investor (or made available to the Investor by the filing by the Company of an electronic version
thereof with the Commission).



     4. The Company and the Investor agree that the Investor will purchase from the Company and the
Company will issue and sell to the Investor the Units set forth below for the aggregate purchase
price set forth below. The Units shall be purchased pursuant to the Terms and Conditions for
Purchase of Units attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten
by the placement agent (the “Placement Agent”) named in the Prospectus Supplement and that there is
no minimum offering amount.



 









 





     5. The manner of settlement of the Shares included in the Units purchased by the Investor
shall be determined by such Investor as follows (check one):




	[___] A. 	 	 Delivery by crediting the account of the Investor’s prime broker (as specified by such
Investor on Exhibit A annexed hereto) with the Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker
shall initiate a DWAC transaction on the Closing Date using its DTC participant identification
number, and released by Computershare Trust Company, N.A., the Company’s transfer agent (the
“Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE
EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:






	 	(I)	 	DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED
WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND
	 
	 	(II)	 	REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE
PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
ACCOUNT:




JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: ARIAD Pharmaceuticals, Inc.

Account Number: 806019972

Attention: Audrey Cohen

Tel: (212) 623-5078




     – OR –




	[___] B.  	 	Delivery versus payment (“DVP”) through DTC (i.e., at
closing, the Company shall issue Shares registered in the
Investor’s name and address as set forth below and
released by the Transfer Agent to the Investor through DTC
at the Closing directly to the account(s) at Lazard
Capital Markets LLC (“LCM”) identified by the Investor;
upon receipt of such Shares, LCM shall promptly
electronically deliver such shares to the Investor, and
simultaneously therewith payment shall be made by LCM by
wire transfer to the Company). NO LATER THAN ONE (1)
BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE COMPANY, THE INVESTOR SHALL:






	 	(I)	 	NOTIFY LCM OF THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE
SHARES BEING PURCHASED BY SUCH INVESTOR, AND
	 
	 	(II)	 	CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE
SHARES BEING PURCHASED BY THE INVESTOR




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	 	 	 	HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING
PURCHASED BY THE INVESTOR.





IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE
PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A
TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES
NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES AND WARRANTS MAY NOT BE
DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.



     6. The executed Warrant shall be delivered in accordance with the terms thereof.



     7. The Investor represents that, except as set forth below, (a) it has had no position, office or
other material relationship within the past three years with the Company or persons known to it to
be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is
defined under the NASD Membership and Registration Rules Section 1011) as of the Closing, and (c)
neither the Investor nor any group of Investors (as identified in a public filing made with the
Commission) of which the Investor is a part in connection with the Offering of the Units, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into
or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis.
Exceptions:



      



(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)




     8. The Investor represents that it has received (or otherwise had made available to it by the
filing by the Company of an electronic version thereof with the Commission) the Base Prospectus
which is a part of the Company’s Registration Statement, the documents incorporated by reference
therein and any free writing prospectus (collectively, the “Disclosure Package”), prior to or in
connection with the receipt of this Agreement. The Investor acknowledges that, prior to the
delivery of this Agreement to the Company, the Investor will receive certain additional pricing and
related information regarding the Offering (the “Offering Information”). Such information may be
provided to the Investor by any means permitted under the Act, including the Prospectus Supplement,
a free writing prospectus and oral communications.



     9. No offer by the Investor to buy Units will be accepted and no part of the Purchase Price will be
delivered to the Company until the Investor has received the Offering Information and the Company
has accepted such offer by countersigning a copy of this Agreement, and any such offer may be
withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the
Company (or LCM on behalf of the Company) sending (orally, in writing or by electronic mail) notice
of its acceptance of such offer. An indication of interest will involve no obligation or
commitment of any kind until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the Company.


The Company has filed a registration statement (including a prospectus) with the SEC for the
Offering. Before you invest, you should read the prospectus in that registration statement and
other documents the Company has filed with the SEC for more complete information about the Company
and this offering. You may get these documents for free by visiting EDGAR on the


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SEC web site at www.sec.gov. Alternatively, the Company or LCM will arrange to send you the
prospectus if you request it by contacting the Company at (617) 494-0400, Attention Investor
Relations, or LCM at (212) 632-6717.




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	Number of Units:
	 	 	 	 
	 

	 	 

	 	 
	Purchase Price Per Unit: $
	 	 	 	 
	 

	 	 

	 	 
	Aggregate Purchase Price: $
	 	 	 	 
	 

	 	 

	 	 






     Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.



	 	 	 	 	 	 	 
	 	 	Dated as of: February ___, 2009	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	INVESTOR	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Print Name:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	Address:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	 

	 	 






Agreed and Accepted

this ___ day of February, 2009:




	 	 	 	 	 
	ARIAD PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 






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ANNEX I





TERMS AND CONDITIONS FOR PURCHASE OF UNITS




     1. Authorization and Sale of the Units. Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Units.



     2. Agreement to Sell and Purchase the Units; Placement Agent.



          2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor,
and the Investor will purchase from the Company, upon the terms and conditions set forth herein,
the number of Units set forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Units are attached as Annex I (the “Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page.




          2.2 The Company proposes to enter into substantially this same form of Subscription Agreement
with certain other investors (the “Other Investors”) and expects to complete sales of Units to
them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as
the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors
are hereinafter sometimes collectively referred to as the “Agreements.”




          2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”
or the “Placement Agent”) a fee (the “Placement Fee”) in respect of the sale of Units to the
Investor.




          2.4 The Company has entered into a Placement Agent Agreement, dated February 19, 2009 (the
“Placement Agreement”), with the Placement Agent that contains certain representations, warranties,
covenants and agreements of the Company that may be relied upon by the Investor, which shall be a
third party beneficiary thereof. The Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor with any information that constitutes or could reasonably
be expected to constitute material, nonpublic information, except as will be disclosed in the
Prospectus and the Company’s Form 8-K filed with the Commission in connection with the Offering.
The Company understands and confirms that the Investor will rely on the foregoing representations
in effecting transactions in securities of the Company.




     3. Closings and Delivery of the Shares and Funds.



          3.1 Closing. The completion of the purchase and sale of the Units (the “Closing”)
shall occur at a place and time (the “Closing Date”) to be specified by the Company and the
Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the
Investor the number of Shares set forth on the Signature Page registered in the name of the
Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A, in
the name of a nominee designated by the Investor (b) the Company shall cause to be delivered to the
Investor a Warrant to purchase a number of whole Warrant Shares determined by multiplying the
number of Shares set forth on the signature page by the Warrant Ratio and rounding down to the
nearest whole number and (c) the



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aggregate purchase price for the Units being purchased by the Investor will be delivered by or
on behalf of the Investor to the Company.




          3.2 Conditions to the Obligations of the Parties.




               (a) Conditions to the Company’s Obligations. The Company’s obligation to issue and
sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase
price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing Date.



               (b) Conditions to the Investor’s Obligations. The Investor’s obligation to purchase
the Shares will be subject to the accuracy of the representations and warranties made by the
Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including without limitation, those contained in the Placement Agreement, and to the
condition that the Placement Agent shall not have: (i) terminated the Placement Agreement pursuant
to the terms thereof or (ii) determined that the conditions to the closing in the Placement
Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the
purchase by any or all of the Other Investors of the Units that they have agreed to purchase from
the Company. The Investor understands and agrees that, in the event that LCM in its sole
discretion determines that the conditions to closing in the Placement Agreement have not been
satisfied or if the Placement Agent Agreement may be terminated for any other reason permitted by
such Agreement, then the Placement Agent may, but shall not be obligated to, terminate such
Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to
Section 14 below.



          3.3 Delivery of Funds.




               (a) DWAC Delivery. If the Investor elects to settle the Shares purchased by such
Investor through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) delivery system, no later than
one (1) business day after the execution of this Agreement by the Investor and the Company, the
Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for
the Units being purchased by the Investor to the following account designated by the Company and
the Placement Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”)
dated as of the date hereof, by and among the Company, the Placement Agent and JPMorgan Chase Bank,
N.A. (the “Escrow Agent”):


JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: ARIAD Pharmaceuticals, Inc.

Account Number: 806019972

Attention: Audrey Cohen

Tel: (212) 623-5078




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               Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on
behalf of the Investors to the Company upon the satisfaction, in the sole judgment of LCM, of the
conditions set forth in Section 3.2(b) hereof. The Placement Agent shall have no rights in
or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in
writing by the Company in connection with the Closing that a portion of the escrowed funds shall be
applied to the Placement Fee in accordance with the terms of the Escrow Agreement. The Company
agrees to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs,
damages, expenses and claims (including, without limitation, court costs and reasonable attorneys
fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held
in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally, judicially
determined that such Losses resulted directly from the willful misconduct or gross negligence of
the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall
the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised
of the likelihood of such loss or damage and regardless of the form of action.



               (b) Delivery Versus Payment through The Depository Trust Company. If the Investor
elects to settle the Shares purchased by such Investor by delivery versus payment through DTC,
no later than one (1) business day after the execution of this Agreement by the Investor and
the Company, the Investor shall confirm that the account or accounts at LCM to be credited with
the Units being purchased by the Investor have a minimum balance equal to the aggregate purchase
price for the Units being purchased by the Investor.



          3.4 Delivery of Shares.




               (a) DWAC Delivery. If the Investor elects to settle the Shares purchased by such
Investor through DTC’s DWAC delivery system, no later than one (1) business day after the
execution of this Agreement by the Investor and the Company, the Investor shall direct the
broker-dealer at which the account or accounts to be credited with the Shares being purchased by
such Investor are maintained, which broker/dealer shall be a DTC participant, to set up a DWAC
instructing Computershare Trust Company, N.A., the Company’s Transfer Agent, to credit such account
or accounts with the Shares. Such DWAC instruction shall indicate the settlement date for the
deposit of the Shares, which date shall be provided to the Investor by LCM. Simultaneously with
the delivery to the Company by the Escrow Agent of the funds held in escrow pursuant to Section
3.3 above, the Company shall direct the Transfer Agent to credit the Investor’s account or
accounts with the Shares pursuant to the information contained in the DWAC.



               (b) Delivery Versus Payment through The Depository Trust Company. If the Investor
elects to settle the Shares purchased by such Investor by delivery versus payment through DTC,
no later than one (1) business day after the execution of this Agreement by the Investor and
the Company, the Investor shall notify LCM of the account or accounts at LCM to be credited
with the Shares being purchased by such Investor. On the Closing Date, the Company shall deliver
the Shares to the Investor through DTC directly to the account(s) at LCM identified by Investor and
simultaneously therewith payment shall be made by LCM by wire transfer to the Company.



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     4. Representations, Warranties and Covenants of the Investor.



     The Investor acknowledges, represents and warrants to, and agrees with, the Company and the
Placement Agent that:



          4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Units, including investments in securities
issued by the Company and investments in comparable companies, (b) has answered all questions on
the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as
of the date hereof and will be true and correct as of the Closing Date and (c) in connection with
its decision to purchase the number of Units set forth on the Signature Page, has received (or had
full access to) and is relying only upon the Disclosure Package and the documents incorporated by
reference therein and the Offering Information.




          4.2 (a) No action has been or will be taken in any jurisdiction outside the United States by
the Company or the Placement Agent that would permit an offering of the Units, or possession or
distribution of offering materials in connection with the issue of the Securities in any
jurisdiction outside the United States where action for that purpose is required, (b) if the
Investor is outside the United States, it will comply with all applicable laws and regulations in
each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its
possession or distributes any offering material, in all cases at its own expense and (c) the
Placement Agent is not authorized to make and have not made any representation, disclosure or use
of any information in connection with the issue, placement, purchase and sale of the Units, except
as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement.




          4.3 (a) The Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law) and except as to the enforceability of any rights to indemnification or contribution that may
be violative of the public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation).




          4.4 The Investor understands that nothing in this Agreement, the Prospectus or any other
materials presented to the Investor in connection with the purchase and sale of the Units
constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made such investigation as it, in its sole discretion, has deemed necessary
or appropriate in connection with its purchase of Units. The Investor also understands that there
is no established public trading market for the Warrants being offered in the Offering, and that
the Company does not expect such a market to develop. In addition, the Company does not intend to
apply for listing the Warrants on any securities exchange. Without an active market, the liquidity
of the Warrants will be limited.




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          4.5 The Investor will maintain the confidentiality of all information acquired as a result of
the transactions contemplated hereby prior to the public disclosure of that information by the
Company.




          4.6 Since the date on which the Placement Agent first contacted the Investor about the
Offering, it has not disclosed any information regarding the Offering to any third parties (other
than its legal, accounting and other advisors) and has not engaged in any transactions involving
the securities of the Company (including, without limitation, any Short Sales involving the
Company’s securities). The Investor covenants that it will not engage in any transactions in the
securities of the Company (including Short Sales) prior to the time that the transactions
contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use
any of the Units acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short
Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and other transactions through non-US broker dealers
or foreign regulated brokers.




     5. Survival of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent,
all covenants, agreements, representations and warranties made by the Company and the Investor
herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and
Warrants being purchased and the payment therefor. The Placement Agent and Lazard Fréres & Co.
shall be third party beneficiaries with respect to the representations, warranties and agreements
of the Investor in Section 4 hereof.



     6. Notices. All notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International Federal Express or
facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified
mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile, upon electric
confirmation of receipt and will be delivered and addressed as follows:




	 	(a)	 	if to the Company, to:






	 	 	 	ARIAD Pharmaceuticals, Inc.

26 Landsdowne Street




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	 	 	 	Cambridge, MA 02139

Attention: Raymond T. Keane, Senior Vice President, General Counsel

Facsimile: (617) 577-9048
	 
	 	 	 	with copies to:
	 
	 	 	 	Jonathan L. Kravetz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Facsimile: (617) 542-2241






     (b) if to the Investor, at its address on the Signature Page hereto, or at such
other address or addresses as may have been furnished to the Company in writing.



     7. Changes. This Agreement may not be modified or amended except pursuant to an instrument
in writing signed by the Company and the Investor.



     8. Headings. The headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this Agreement.



     9. Severability. In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.



     10. Governing Law. This Agreement will be governed by, and construed in accordance with,
the internal laws of the State of New York, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other jurisdiction.



     11. Counterparts. This Agreement may be executed in two or more counterparts, each of which
will constitute an original, but all of which, when taken together, will constitute but one
instrument, and will become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties. The Company and the Investor acknowledge
and agree that the Company shall deliver its counterpart to the Investor along with the
Prospectus Supplement (or the filing by the Company of an electronic version thereof with
the Commission).



     12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt
of the Company’s signed counterpart to this Agreement, together with the Prospectus
Supplement (or the filing by the Company of an electronic version thereof with the
Commission), shall constitute written confirmation of the Company’s sale of Units to such
Investor.



     13. Press Release. The Company and the Investor agree that the Company shall issue a press
release announcing the Offering and disclosing all material information regarding the
Offering prior to the opening of the financial markets in New York City on the business day
immediately after the date hereof; provided that the Company shall not issue any press
release or other announcement naming the Investor without the Investor’s prior approval.



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     14. Termination. In the event that the Placement Agreement is terminated by the Placement
Agent pursuant to the terms thereof, this Agreement shall terminate without any further
action on the part of the parties hereto.




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Exhibit A




ARIAD PHARMACEUTICALS, INC.




INVESTOR QUESTIONNAIRE




     Pursuant to Section 3 of Annex I to the Agreement, please provide us with the
following information:



	 	 	 	 	 	 	 
	1.

	 	The exact name that your Shares and Warrants are to be registered
in. You may use a nominee name if appropriate:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	2.

	 	The relationship between the Investor and the registered holder
listed in response to item 1 above:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	3.

	 	The mailing address of the registered holder listed in response to
item 1 above:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	4.

	 	The Social Security Number or Tax Identification Number of the
registered holder listed in the response to item 1 above:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	5.

	 	Name of DTC Participant (broker-dealer at which the account or
accounts to be credited with the Shares are maintained):	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	6.

	 	DTC Participant Number:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	7.

	 	Name of Account at DTC Participant being credited with the Shares:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	8.

	 	Account Number at DTC Participant being credited with the Shares:	 	 	 	 
	 

	 	 	 	 

	 	 
















 






Exhibit B




Form of Warrant