a5915319-ex10164.htm


    Exhibit
10.16.4

    


    NINTH AMENDMENT TO
EMPLOYMENT AGREEMENT

    


    This AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Ninth Amendment”) is made as of April 14, 2008 between ARIAD
Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and David
Berstein, Esq. (the “Employee”).

    


    The Company and the Employee previously
entered into an Employment Agreement dated as of August 1, 1993 as previously
amended (the “Agreement”), and the parties hereto desire further to amend
certain provisions of the Agreement.

    


    NOW, THEREFORE, in consideration of the
promises set forth herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree further to
amend the Agreement as follows:

    


    
      	
              I.
                
        

            	
              Employment, Duties and
      Acceptance:

            


    

    


    The final
sentence of Section 1.1 shall be replaced with the following:

    “As of May
1, 2008, the Employee’s title shall be Senior Vice President and Chief
Intellectual Property Officer.”

    


    
      	
              II.
               
        

            	
              Consulting
      Period:

            


    

    


    The
Agreement shall be amended by the inclusion of a new Section 15, as
follows:

    


    Employee
and the Company acknowledge and agree that from September 1, 2007 until April
30, 2008, the Employee was on leave from his regular, full-time employment with
the Company (hereafter, the “Consulting Period”).  During the
Consulting Period, the Employee rendered part-time services to the Company as an
independent Consultant in matters relating to intellectual property, while he
was also employed with Tempo Pharmaceuticals, Inc.  The parties agree
that the Employee’s covenants under the Agreement remained in full force and
effect during the Consulting Period, and the Employee acknowledges that the
Company has compensated him fully for all services rendered during the
Consulting Period.  The parties agree that the Employee will re-join
the Company on a full-time basis as of May 1, 2008.  It is further
agreed that all stock, stock options, restricted stock awards or units, similar
equity rights and deferred compensation performance awards granted to the
Employee shall continue to vest on their original schedules and remain fully
exercisable through their original terms with all rights.

    


    III.           Except
as modified by this Ninth Amendment, the Agreement remains in full force and
effect.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	ARIAD
      PHARMACEUTICALS, INC.	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	
                                      By:

                                    	
                                      /s/
      Harvey J. Berger

                                    	 
	 	 
      	
                                       

                                    	 
	 	 
      	
                                      Harvey
      J. Berger, M.D.

                                    	 
	 	 
      	
                                      Chairman
      and Chief Executive Officer

                                    	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	EMPLOYEE	 
	 	 
      	 
      	 
	 	/s/
      David L. Berstein	 
	 	 
      	 
	 	David
      L. Berstein, Esq.