Exhibit 10.4


    Exhibit
      10.4

    


    EXECUTIVE
      BONUS AND STOCK OPTION ARRANGEMENTS

    


    Each
      year, the Compensation Committee of the Board of Directors determines whether
      to
      award our executive officers a deferred bonus, based on pre-established
      individual and corporate performance objectives, and also whether to award
      our
      executive officers stock options. 

    


    Listed
      below are the deferred bonuses and stock option grants awarded to our executive
      officers as approved by the Compensation Committee on October 4, 2005.


    


    
      	
              Executive
                Officer

            	 	
              2005

              Deferred
                

              Bonus

            	 	
              2005

              Stock
                

              Options

            	 
	 	 	 	 	 	 
	
              Harvey
                J. Berger, M.D.

              Chairman
                of the Board of Directors, Chief Executive Officer and
                President 

            	 	 	
              --

            	 	 	
              150,000

            	 
	
              Laurie
                A. Allen, Esq.

              Senior
                Vice President, Legal and Business Development, Chief Legal Officer
                and
                Secretary 

            	 	
              $

            	
              110,000

            	 	 	
              60,000

            	 
	
              Camille
                L. Bedrosian, M.D.

              Vice
                President, Chief Medical Officer

            	 	
              $

            	
              110,000

            	 	 	
              70,000

            	 
	
              David
                L. Berstein, Esq.

              Senior
                Vice President, Chief Patent Counsel

            	 	
              $

            	
              110,000

            	 	 	
              60,000

            	 
	
              Timothy
                P. Clackson, Ph.D.

              Senior
                Vice President, Chief Scientific Officer

            	 	
              $

            	
              100,000

            	 	 	
              57,500

            	 
	
              Edward
                M. Fitzgerald

              Senior
                Vice President, Finance and Corporate Operations, Chief Financial
                Officer
                and Treasurer

            	 	
              $

            	
              110,000

            	 	 	
              60,000

            	 
	
              John
                D. Iuliucci, Ph.D.

              Senior
                Vice President, Chief Development Officer 

            	 	
              $

            	
              115,000

            	 	 	
              70,000

            	 


    

    


    The
      deferred bonuses were granted under the terms of our 2005 Executive Compensation
      Plan, or the Compensation Plan. The deferred bonuses will vest 25% annually
      over
      four years and will be payable in installments on the fourth anniversary and
      fifth anniversary of the date of the grant, subject to later payment at the
      executive's election. Vesting and payment are subject to termination,
      distribution and forfeiture provisions as set forth in the Compensation
      Plan.

    


    The
      stock
      options were granted under the terms of our Amended and Restated 2001 Stock
      Plan. The stock options have a term of ten years and vest 25% annually over
      four
      years. The exercise price is $7.56 per share, which was the closing price of
      our
      common stock on October 4, 2005.

     

     

    
      
         

      

      
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