UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1 to Form 10-Q)







|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the transition periods from
 to

Commission File Number: 001-36172





ARIAD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-3106987                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|125 Binney Street, Cambridge, Massachusetts                    |  | 02142                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code:
(617) 494-0400

Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report: Not Applicable





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).    Yes  ☒    No  ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Check
one:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☒                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b - 2 of the Exchange
Act).    Yes  ☐    No  ☒

The number of shares of the registrants common
stock outstanding as of July 31, 2016 was 192,713,138.









---

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2016 (the Original Report) filed by ARIAD Pharmaceuticals, Inc. with the Securities and Exchange Commission on August 8, 2016. This
Amendment is being filed solely for the purpose of amending Exhibits 10.1 and 10.2 under Item 6 of Part II of the Original Report in connection with a request for confidential treatment of portions of such exhibits.

This Amendment continues to speak as of August 8, 2016, the filing date of the Original Report, and except as described above, no other changes have been
made to the Original Report and this Amendment does not modify or update disclosures in the Original Report and does not reflect subsequent events occurring after the date of the Original Report. Accordingly, this Amendment should be read in
conjunction with the Original Report.



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                       
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Filed
with this
Report
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1          |  | Amended and Restated Buy-In License Agreement, dated June 1, 2016, among ARIAD Pharmaceuticals, Inc., ARIAD Pharmaceuticals (Europe) Sàrl and Incyte Corporation (as
guarantor)                                                                                                                                                                                                                                                                                                                                               |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2          |  | Share Purchase Agreement, dated May 9, 2016, among Incyte Europe S.à.r.l., ARIAD Pharmaceuticals (Cayman) L.P., ARIAD Pharmaceuticals, Inc. (as guarantor) and Incyte Corporation (as guarantor)                                                                                                                                                                                                                                                                                                                              |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.3*         |  | Amendment No. 1 to RIAA, dated May 9, 2016, between ARIAD Pharmaceuticals, Inc. and PDL BioPharma, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.4*         |  | Partial Release of Security Interest, dated May 9, 2016, between ARIAD Pharmaceuticals, Inc. and PDL BioPharma, Inc.                                                                                                                                                                                                                                                                                                                                                                                                          |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.5*         |  | Executive Employment Agreement, dated May 23, 2016, between ARIAD Pharmaceuticals, Inc. and Jennifer L. Herron+                                                                                                                                                                                                                                                                                                                                                                                                                |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.6*         |  | Executive Employment Agreement, dated June 1, 2016, between ARIAD Pharmaceuticals, Inc. and Jayne M. Gansler+                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.7*         |  | Form of Option Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective May 16, 2016+                                                                                                                                                                                                                                                                                                                                                                                                          |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.8*         |  | Form of Restricted Stock Unit Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective May 16, 2016+                                                                                                                                                                                                                                                                                                                                                                                           |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.9*         |  | Form of Performance Share Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective April 29, 2016+                                                                                                                                                                                                                                                                                                                                                                                             |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.1          |  | Certification of the Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.2          |  | Certification of the Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|32.1*         |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|101*          |  | The following materials from ARIAD Pharmaceutical, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting
Language): (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss, (iv) Unaudited Condensed
Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. |  |                       



|() | Confidential treatment has been requested from the Securities and Exchange Commission as to certain portions.
|--- | -------------------------------------------------------------------------------------------------------------



2



---

|(+) | Management contract or compensatory plan or arrangement.
|--- | --------------------------------------------------------

|(*) | Previously filed with our Quarterly Report on Form 10-Q on August 8, 2016, which this Form 10-Q/A amends.
|--- | ---------------------------------------------------------------------------------------------------------

ARIAD, the ARIAD logo and Iclusig are our registered trademarks. The domain name and website address www.ariad.com, and all rights thereto, are registered in
the name of, and owned by, ARIAD. The information in our website is not intended to be part of this Quarterly Report on Form 10-Q. We include our website address herein only as an inactive textual reference
and do not intend it to be an active link to our website.



3



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                        |  |  |  |                             |  |                                                                    
|----------------------- |  |  |  | --------------------------- |  | -------------------------------------------------------------------
|                        |  |  |  | ARIAD Pharmaceuticals, Inc.
|                        |  |  | 
|                        |  |  |  | By:                         |  | /s/ Paris Panayiotopoulos                                          
|                        |  |  |  |                             |  | Paris Panayiotopoulos                                              
|                        |  |  |  |                             |  | President and Chief Executive Officer
(Principal executive officer)
|                        |  |  | 
|                        |  |  |  | By:                         |  | /s/ Manmeet S. Soni                                                
|                        |  |  |  |                             |  | Manmeet S. Soni                                                    
|                        |  |  |  |                             |  | Executive Vice President,                                          
|                        |  |  |  |                             |  | Chief Financial Officer and Treasurer                              
|Date: February 13, 2017 |  |  |  |                             |  | (Principal financial officer and chief accounting officer)         



4



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                       
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Filed
with this
Report
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1          |  | Amended and Restated Buy-In License Agreement, dated June 1, 2016, among ARIAD Pharmaceuticals, Inc., ARIAD Pharmaceuticals (Europe) Sàrl and Incyte Corporation (as
guarantor)                                                                                                                                                                                                                                                                                                                                               |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2          |  | Share Purchase Agreement, dated May 9, 2016, among Incyte Europe S.à.r.l., ARIAD Pharmaceuticals (Cayman) L.P., ARIAD Pharmaceuticals, Inc. (as guarantor) and Incyte Corporation (as guarantor)                                                                                                                                                                                                                                                                                                                              |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.3*         |  | Amendment No. 1 to RIAA, dated May 9, 2016, between ARIAD Pharmaceuticals, Inc. and PDL BioPharma, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.4*         |  | Partial Release of Security Interest, dated May 9, 2016, between ARIAD Pharmaceuticals, Inc. and PDL BioPharma, Inc.                                                                                                                                                                                                                                                                                                                                                                                                          |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.5*         |  | Executive Employment Agreement, dated May 23, 2016, between ARIAD Pharmaceuticals, Inc. and Jennifer L. Herron+                                                                                                                                                                                                                                                                                                                                                                                                                |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.6*         |  | Executive Employment Agreement, dated June 1, 2016, between ARIAD Pharmaceuticals, Inc. and Jayne M. Gansler+                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.7*         |  | Form of Option Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective May 16, 2016+                                                                                                                                                                                                                                                                                                                                                                                                          |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.8*         |  | Form of Restricted Stock Unit Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective May 16, 2016+                                                                                                                                                                                                                                                                                                                                                                                           |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.9*         |  | Form of Performance Share Agreement under the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan, effective April 29, 2016+                                                                                                                                                                                                                                                                                                                                                                                             |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.1          |  | Certification of the Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.2          |  | Certification of the Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|32.1*         |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|101*          |  | The following materials from ARIAD Pharmaceutical, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting
Language): (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss, (iv) Unaudited Condensed
Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. |  |                       



|() | Confidential treatment has been requested from the Securities and Exchange Commission as to certain portions.
|--- | -------------------------------------------------------------------------------------------------------------

|(+) | Management contract or compensatory plan or arrangement.
|--- | --------------------------------------------------------

|(*) | Previously filed with our Quarterly Report on Form 10-Q on August 8, 2016, which this Form 10-Q/A amends.
|--- | ---------------------------------------------------------------------------------------------------------



5