SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /

- --------------------------------------------------------------------------------

Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

MILLENNIUM PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)

MILLENNIUM PHARMACEUTICALS, INC.
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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MILLENNIUM PHARMACEUTICALS, INC.
640 MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02139

NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 1997

The 1997 Annual Meeting of Stockholders of Millennium Pharmaceuticals, Inc.
(the "Company") will be held at The Westin Hotel, 10 Huntington Avenue, Boston,
Massachusetts, on Wednesday, May 21, 1997 at 10:00 a.m., local time, to consider
and act upon the following matters:

1. To elect one Class I director for the ensuing three years.

2. To approve (i) an amendment to the Company's 1996 Equity Incentive
Plan increasing from 2,100,000 to 4,100,000 the number of shares of
Common Stock reserved for issuance under the Plan and (ii) the
continuance of the 1996 Equity Incentive Plan, as amended.

3. To approve the Company's 1997 Equity Incentive Plan.

4. To ratify the selection by the Board of Directors of Ernst & Young
LLP as the Company's independent auditors for 1997.

5. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on April 1, 1997 are
entitled to notice of, and to vote at, the meeting. The stock transfer books of
the Company will remain open for the purchase and sale of the Company's Common
Stock.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors

STEVEN D. SINGER
Secretary
Cambridge, Massachusetts
April 11, 1997

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
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MILLENNIUM PHARMACEUTICALS, INC.
640 MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02139

PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 1997

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Millennium Pharmaceuticals, Inc. (the
"Company") for use at the 1997 Annual Meeting of Stockholders to be held on May
21, 1997 and at any adjournment or adjournments of that meeting. All proxies
will be voted in accordance with the instructions contained therein, and if no
choice is specified, the proxies will be voted in favor of the matters set forth
in the accompanying Notice of Meeting. Any proxy may be revoked by a stockholder
at any time before it is exercised by delivery of written revocation to the
Secretary of the Company.

The Company's Annual Report for the year ended December 31, 1996 is being
mailed to stockholders with the mailing of this Notice and Proxy Statement on or
about April 11, 1997.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT
FOR EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN
REQUEST OF THE DIRECTOR OF FINANCE, MILLENNIUM PHARMACEUTICALS, INC., 640
MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139.

VOTING SECURITIES AND VOTES REQUIRED

On April 1, 1997, the record date for the determination of stockholders
entitled to notice of and to vote at the meeting, there were outstanding and
entitled to vote an aggregate of 28,745,520 shares of Common Stock of the
Company, $.001 par value per share ("Common Stock"). Each share is entitled to
one vote.

Under the Company's Bylaws, the holders of a majority of the shares of
Common Stock issued, outstanding and entitled to vote on any matter shall
constitute a quorum with respect to that matter at the Annual Meeting. Shares of
Common Stock present in person or represented by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented for
stockholder approval) will be counted for purposes of determining whether a
quorum is present.

The affirmative vote of the holders of a plurality of votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The affirmative vote of the holders of a majority of the shares of
Common Stock voting on the matter is required for the approval of each of the
other matters to be voted upon.

Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees, who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a matter
that requires the affirmative vote of a certain percentage of the votes cast or
shares voting on a matter.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of January 31, 1997
or such later date as is noted, with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock; (ii) each
director and nominee for director; (iii) each executive officer named in the
Summary Compensation Table under the heading "Executive Compensation" below and
(iv) all directors and executive officers of the Company as a group.

The number of shares of Common Stock beneficially owned by each director or
executive officer is determined under the rules of the Securities and Exchange
Commission (the "Commission"), and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days after January 31, 1997 through the exercise
of any stock option or other right. Unless otherwise indicated, each person has
sole investment and voting power (or shares such power with his spouse) with
respect to the shares set forth in the following table. The inclusion herein of
any shares deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares.

SHARES OF
COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
- ---------------- ------------ -------------

Funds managed by Mayfield Fund(1)............................... 2,377,039 9.93%
2880 Sand Hill Road
Suite 250
Menlo Park, CA 94025

F. Hoffmann-La Roche Ltd.(2).................................... 2,271,645 9.49
Postfach, CH-4070
Basel, Switzerland

PerSeptive Biosystems, Inc.(3).................................. 1,612,582 6.74
500 Old Connecticut Path
Framingham, MA 01701

Greylock Limited Partnership(4)................................. 1,500,000 6.27
One Federal Street
Boston, MA 02110-2065

Funds managed by Kleiner, Perkins, Caufield & Byers(5).......... 1,415,589 5.91
Four Embarcadero Center
Suite 3520
San Francisco, CA 94111

Eli Lilly and Company(6)........................................ 1,358,333 5.67
Lilly Corporate Center
Indianapolis, IN 46285

Mark J. Levin(7)................................................ 856,671 3.58

Joshua Boger, Ph.D(8)........................................... 19,792 *

Eugene Cordes, Ph.D.(9)......................................... 19,792 *

A. Grant Heidrich, III(10)...................................... 2,293,911 9.58

William W. Helman(11) .......................................... 1,504,167 6.28

Raju Kucherlapati, Ph.D.(12).................................... 354,167 1.47

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SHARES OF
COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
- ---------------- ------------ -------------

Eric S. Lander, Ph.D.(13)....................................... 748,758 3.13%
Michael Steinmetz, Ph.D.(14).................................... 4,167 *
Steven H. Holtzman(15).......................................... 358,016 1.50
Frank D. Lee, Ph.D.(16)......................................... 353,891 1.48
Harry F. Arader(17)............................................. 150,000 *
All directors and executive officers as a group (11
persons)(18).................................................. 6,663,332 27.43

- ---------------
* Represents holdings of less than one percent.

(1) Information based solely on a Schedule 13G filed with the Commission on
February 10, 1997. Includes 101,250 shares of Common Stock held by Mayfield
Associates Fund II ("Mayfield Associates II"), 534,581 shares of Common
Stock held by Mayfield Medical Partners (1992) ("Mayfield 1992") 1,614,169
shares of Common Stock held by Mayfield VII ("Mayfield VII") and 126,999
shares held by individuals who are General Partners of Mayfield VII
Management Partners ("Mayfield Management"), the General Partner of
Mayfield VII and General Partners of Mayfield Associates II and Mayfield
1992. The General Partners of Mayfield Associates II are a group of
individuals associated with Mayfield Fund. The General Partner of Mayfield
1992 is Mayfield VII. Mayfield Management is the General Partner of
Mayfield VII.

(2) Information based solely on a Schedule 13G filed with the Commission on
February 12, 1997.

(3) Information based solely on a Schedule 13D filed with the Commission on
February 20, 1997.

(4) Information based solely on a Schedule 13G filed with the Commission on
February 12, 1997.

(5) Information based solely on a Schedule 13G filed with the Commission on
February 13, 1997. Includes 1,250,000 shares of Common Stock held by
Kleiner, Perkins, Caufield & Buyers VI ("KPCB VI") and 165,589 shares held
by individuals who are General Partners of KPCB VI Associates, L.P., the
General Partners of KPCB VI.

(6) Information based solely on a Schedule 13G filed with the Commission on
February 11, 1997.

(7) Includes 6,250 shares of Common Stock issuable to Mr. Levin within 60 days
of January 31, 1997 upon exercise of stock options.

(8) Represents shares of Common Stock issuable to Dr. Boger within 60 days of
January 31, 1997 upon exercise of stock options.

(9) Represents shares of Common Stock issuable to Dr. Cordes within 60 days of
January 31, 1997 upon exercise of stock options.

(10) Includes 39,741 shares held by Mr. Heidrich and 4,167 shares of Common
Stock issuable to Mr. Heidrich within 60 days of January 31, 1997 upon
exercise of stock options. Also includes 101,250 shares of Common stock
held by Mayfield Associates II, 534,581 shares of Common Stock held by
Mayfield 1992 and 1,614,169 shares of Common Stock held by Mayfield VII.
Mr. Heidrich is a General Partner of Mayfield Management, the General
Partner of Mayfield VII. Mayfield VII is the General Partner of Mayfield
1992. Mr. Heidrich is also a General Partner of Mayfield Associates II. Mr.
Heidrich disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest in such shares. Mr. Heidrich shares
dispositive and voting power of such shares with the general partners of
Mayfield.

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(11) Includes 4,167 shares of Common Stock issuable to Mr. Helman within 60 days
of January 31, 1997 upon exercise of stock options. Also includes 1,500,000
shares of Common Stock held by Greylock Limited Partnership ("Greylock").
Mr. Helman is a General Partner of Greylock. Mr. Helman disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest in such shares. Mr. Helman shares dispositive and voting power of
such shares with the general partners of Greylock.

(12) Includes 120,834 shares of Common Stock issuable to Dr. Kucherlapati within
60 days of January 31, 1997 upon exercise of stock options.

(13) Includes 4,167 shares of Common Stock issuable to Dr. Lander within 60 days
of January 31, 1997 upon exercise of stock options. Also includes 100,000
shares of Common Stock beneficially owned by an irrevocable trust for the
benefit of Dr. Lander's minor children for which Dr. Lander disclaims
beneficial ownership.

(14) Represents 4,167 shares of Common Stock issuable to Dr. Steinmetz within 60
days of January 31, 1997 upon exercise of stock options. Dr. Steinmetz, a
current Class I director, will not be standing for re-election to the Board
of Directors.

(15) Includes 11,266 shares of Common Stock issuable to Mr. Holtzman within 60
days of January 31, 1997 upon exercise of stock options. Also includes
100,000 shares of Common Stock beneficially owned by an irrevocable trust
for the benefit of Mr. Holtzman's minor children for which Mr. Holtzman
disclaims beneficial ownership.

(16) Includes 7,291 shares of Common Stock issuable to Mr. Lee within 60 days of
January 31, 1997 upon exercise of stock options.

(17) Includes 146,000 shares of Common Stock issuable to Mr. Arader within 60
days of January 31, 1997 upon exercise of stock options.

(18) Includes 347,893 shares of Common Stock issuable upon exercise of stock
options held by all directors and executive officers as a group which are
exercisable within 60 days of January 31, 1997.

ELECTION OF DIRECTORS

The Company has a classified Board of Directors consisting of two Class I
Directors, three Class II Directors and three Class III Directors. The Class I,
II and III Directors will serve until the annual meetings of stockholders to be
held in 1997, 1998 and 1999, respectively, and until their respective successors
are elected and qualified. At each annual meeting of stockholders, directors are
elected for a full term of three years to succeed those whose terms are
expiring.

The persons named in the enclosed proxy will vote to elect as a director
William W. Helman, the sole Class I Director nominee named below, unless the
proxy is marked otherwise. Michael Steinmetz, Ph.D., the other current Class I
Director, will not be standing for re-election. If a stockholder returns a proxy
without contrary instructions the persons named as proxies will vote to elect as
a director William W. Helman, the Class I Director nominee named below.

Because Dr. Steinmetz will not be standing for reelection, a vacancy exists
for a Class I Director. In accordance with the Company's Certificate of
Incorporation and Bylaws, this vacancy may be filled prior to the Company's
Annual Meeting of Stockholders in 2000 only by a majority vote of the remaining
directors.

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Mr. Helman will be elected to hold office until the 2000 Annual Meeting of
Stockholders and until his successor is duly elected and qualified. Mr. Helman
has indicated his willingness to serve, if elected; however, if he should be
unable to serve, the shares of Common Stock represented by proxies may be voted
for a substitute nominee designated by the Board of Directors.

There are no family relationships between or among any officers or
directors of the Company.

Set forth below are the name and age of each member of the Board of
Directors (including the nominee for election as a Class I Director), and the
positions and offices held by him, his principal occupation and business
experience during the past five years, the names of other publicly held
companies of which he serves as a director and the year of the commencement of
his term as a director of the Company. Information with respect to the number of
shares of Common Stock beneficially owned by each director, directly or
indirectly, as of January 31, 1997, appears above under the heading "Stock
Ownership of Certain Beneficial Owners and Management."

NOMINEE FOR TERM EXPIRING IN 2000 (CLASS I DIRECTOR)

WILLIAM W. HELMAN, age 38, has served as a director of the Company since
1993. Since 1987, Mr. Helman has served as a general partner of Greylock, a
venture capital firm. Mr. Helman received his M.B.A. from Harvard Business
School. Mr. Helman is a director of Vertex Pharmaceuticals, Inc. ("Vertex") and
several private companies.

DIRECTORS WHOSE TERMS EXPIRE IN 1998 (CLASS II DIRECTORS)

EUGENE CORDES, Ph.D., age 60, has served as a director of the Company since
August 1995. Since September 1996, Dr. Cordes has been a Professor of Pharmacy
and Chemistry, University of Michigan in Ann Arbor. From 1988 to October 1995,
Dr. Cordes served as the Vice President of Sterling Winthrop, Inc., a
pharmaceutical company, and as President of the Pharmaceuticals Research
Division.

RAJU KUCHERLAPATI, Ph.D., age 54, is a founder and has served as a director
of the Company since 1993. Since 1989, Dr. Kucherlapati has served as the Lola
and Saul Kramer Professor and Chairman of the Department of Molecular Genetics
at the Albert Einstein College of Medicine. He received his M.S. in Biology from
Andhra University (India) and his Ph.D. in Genetics from the University of
Illinois, Urbana. Dr. Kucherlapati also was a founder of and serves on the Board
of Directors of Cell Genesys Inc., a biotechnology company.

ERIC S. LANDER, Ph.D., age 40, is a founder and has served as a director of
the Company since 1993. From 1993 to the present, Dr. Lander has served as
Director of the Whitehead/MIT Center for Genome Research and a member of the
Whitehead Institute for Biomedical Research. From 1989 to the present, Dr.
Lander has also held the positions of Associate Professor and Professor in the
Department of Biology at the Massachusetts Institute of Technology. Dr. Lander
received his Ph.D. in Mathematics from Oxford University, which he attended as a
Rhodes Scholar.

DIRECTORS WHOSE TERMS EXPIRE IN 1999 (CLASS III DIRECTORS)

MARK J. LEVIN, age 46, has served as Chairman of the Board of Directors
since March 1996, Chief Executive Officer of the Company since November 1994,
and as a director of the Company since inception. From 1987 to 1994, Mr. Levin
was a partner at Mayfield Fund ("Mayfield") a venture capital firm, and co-
director of its Life Science Group. While employed with Mayfield, Mr. Levin was
the founding Chief Executive Officer of several biotechnology and biomedical
companies, including Cell Genesys Inc., CytoTher-

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apeutics Inc., Tularik Inc. and Focal, Inc. Mr. Levin holds an M.S. in Chemical
and Biomedical Engineering from Washington University. Mr. Levin also serves on
the Board of Directors of CytoTherapeutics Inc.

JOSHUA BOGER, Ph.D., age 45, has served as a director of the Company since
August 1995. Dr. Boger has been the President and Chief Executive Officer of
Vertex, a biopharmaceutical company, from 1992 to the present, and served as
President and Chief Scientific Officer of Vertex from 1989 to 1992. Dr. Boger
received M.A. and Ph.D. degrees in Chemistry from Harvard University. He also
serves on the Board of Directors of Vertex.

A. GRANT HEIDRICH, III, age 43, has served as a director of the Company
since 1993. Since 1983, Mr. Heidrich has served as a general partner of
Mayfield. Mr. Heidrich received his M.B.A. from Columbia University Graduate
School of Business. Mr. Heidrich also serves on the Board of Directors of Vivus,
Inc. and several private companies.

RETIRING DIRECTOR

MICHAEL STEINMETZ, Ph.D., age 49, has served as a director of the Company
since 1994. From 1991 to 1997 he served as Vice President, Preclinical Research
and Development at Hoffmann-La Roche, Inc., and from 1986 to 1991 as Associate
Director, heading a pharmaceutical research department, at F. Hoffmann-La Roche
Ltd. Dr. Steinmetz received his Ph.D. in Biochemistry from the University of
Munich.

BOARD AND COMMITTEE MEETINGS

The Company has a standing Audit Committee of the Board of Directors, which
provides the opportunity for direct contact between the Company's independent
auditors and the Board. The Audit Committee has responsibility for recommending
the appointment of the Company's independent auditors, reviewing the scope and
results of audits and reviewing the Company's internal accounting control
policies and procedures. The Audit Committee held no meetings in 1996. The
members of the Audit Committee are Mr. Helman and Dr. Lander.

The Company also has a standing Compensation Committee of the Board of
Directors, which makes recommendations concerning salaries and incentive
compensation for employees of and consultants to the Company, establishes and
approves salaries and incentive compensation for certain senior officers and
employees and administers and grants stock options pursuant to the Company's
stock option plans. The Compensation Committee held two meetings during 1996.
The members of the Compensation Committee are Mr. Heidrich, and Drs.
Kucherlapati and Boger. See "Report of the Compensation Committee" below.

The Company does not have a nominating committee or a committee serving a
similar function. Nominations are made by and through the full Board of
Directors.

The Board of Directors held eight meetings during 1996. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and all committees of the Board on which he served.

COMPENSATION FOR DIRECTORS

The Company's non-employee directors receive an annual retainer of $10,000
for serving on the Board of Directors, receive $1,500, plus reasonable travel
and out-of-pocket expenses, for attendance at meetings of the Board of Directors
and are entitled to participate in the Company's 1996 Director Option Plan (the
"Director Plan"), as further described below. On May 10, 1996, pursuant to the
terms of the Director Plan, Existing Director Options (as defined below) to
purchase 20,000 shares of Common Stock at an exercise price of

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$19.25 per share were granted to each of the following directors: Messrs.
Heidrich and Helman and Drs. Kucherlapati, Lander and Steinmetz.

1996 Director Option Plan. Under the terms of the Director Plan (i)
options to purchase 20,000 shares of Common Stock were granted to each
non-employee director serving as a director as of the closing of the Company's
initial public offering on May 10, 1996 (the "Existing Director Options"),
except directors who received stock option grants in the 12 months preceding the
closing of the offering (the "Pre-Offering Director Options") and (ii) options
to purchase 30,000 shares of Common Stock (the "New Director Options") are
granted to each person who first becomes an eligible non-employee director after
May 10, 1996, the closing date of the Company's initial public offering,
effective as of the date of election to the Board of Directors. The Existing
Director Options and New Director Options vest on a monthly basis in 48 equal
installments, commencing on the 30th day after the date of grant. Each eligible
director will be granted an additional option to purchase 20,000 shares of
Common Stock as of the date that such director's Existing Director Options, Pre-
Offering Director Options, or New Director Options have fully vested, and on
each four-year anniversary thereof. The exercisability of these options will be
accelerated upon the occurrence of a change in control (as defined in the
Director Plan). A total of 250,000 shares of Common Stock may be issued upon the
exercise of stock options granted under the Director Plan. The exercise price of
options granted under the Director Plan is equal to the closing price of the
Common Stock on the Nasdaq National Market on the date of grant.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table. The following table sets forth certain
information with respect to the annual and long-term compensation for the last
two fiscal years of the Company's Chief Executive Officer and the Company's
other executive officers whose total annual salary and bonus for 1996 exceeded
$100,000 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) OPTIONS(#) ($)(1)
- --------------------------- ---- -------- ------- ------------ ------------ ------------

Mark J. Levin.................... 1996 $324,354 $ 0 $83,018(2) 100,850 $2,088
Chief Executive Officer 1995 $300,000 $ 0 $ 0 100,000 $ 870

Steven H. Holtzman............... 1996 $264,333 $ 0 $ 0 105,475 $ 975
Chief Business Officer 1995 $212,046 $ 0 $ 0 41,125 $ 510

Frank D. Lee..................... 1996 $245,498 $ 0 $ 0 44,600 $1,622
Chief Scientific Officer 1995 $208,108 $ 0 $ 0 45,750 $ 510

Harry F. Arader(3)............... 1996 $152,335 $15,000 $39,340(4) 150,000 $ 646
Former Chief Financial Officer 1995 -- -- -- -- --

- ---------------
(1) Consists of term-life insurance premiums paid by the Company on behalf of
the Named Executive Officers.

(2) Represents amounts attributable to the forgiveness of a loan.

(3) Mr. Arader commenced employment with the Company in March 1996. He resigned
as Chief Financial Officer in March 1997.

(4) Represents a relocation allowance.

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Option Grant Table. The following table sets forth certain information
regarding options granted during the year ended December 31, 1996 by the Company
to the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------------------------- POTENTIAL REALIZABLE
MARKET VALUE AT ASSUMED
PRICE OF ANNUAL RATES OF
NUMBER OF PERCENT OF SECURITIES STOCK PRICE
SECURITIES TOTAL OPTIONS EXERCISE UNDERLYING APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTIONS ON OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE GRANT EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR% ($/SH) DATE($) DATE 5%($) 10%($)
- ---- ---------- -------------- -------- ---------- ---------- ---------- ----------

Mark J. Levin....... 850(2) * $ .60 $ .60 01/22/06 $ 321 $ 813
100,000(3) 4.4% $16.50 $16.50 12/20/06 $1,037,676 $2,629,675

Steven H. Holtzman.. 850(2) * $ .60 $ .60 01/22/06 $ 321 $ 813
54,625(2) 2.4% $ .60 $ .60 01/22/06 $ 20,612 $ 52,235
50,000(3) 2.2% $10.00 $10.00 05/02/06 $ 314,447 $ 796,871

Frank D. Lee........ 850(2) * $ .60 $ .60 01/22/06 $ 321 $ 813
43,750(3) 1.9% $15.75 $15.75 08/21/06 $ 433,348 $1,098,188

Harry F. Arader..... 150,000(4) 6.6% $ 3.60 $ 3.60 03/13/06 $ 339,603 $ 860,621

- ---------------
* Represents less than one percent of total options granted to employees in
fiscal year.

(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. This table does not take into account any
appreciation in the price of the Common Stock to date. Actual gains, if any,
on stock option exercises will depend on the future performance of the
Common Stock and the date at which the options are exercised.

(2) One forty-eighth of the total number of shares subject to the option are
exercisable at the end of the first month after the date of grant and an
additional one forty-eighth of the total number of shares subject to the
option will be exercisable at the end of each month thereafter until all of
such shares are exercisable; provided, however, that at the election of the
Named Executive Officer, all of such shares may be immediately exercisable,
in which event the portion of the shares of Common Stock issued upon
exercise corresponding to the vesting schedule for the original option shall
be subject to repurchase by the Company.

(3) One forty-eighth of the total number of shares subject to the option are
exercisable at the end of the first month after the date of grant and an
additional one forty-eighth of the total number of shares subject to the
option will be exercisable at the end of each month thereafter until all of
such shares are exercisable.

(4) Twelve forty-eighths of the total number of shares subject to the option are
exercisable at the end of the first year after the date of grant and an
additional one forty-eighth of the total number of shares subject to the
option will be exercisable at the end of each month thereafter until all of
such shares are exercisable; provided, however, that at the election of the
Named Executive Officer, all of such shares may be immediately exercisable,
in which event the portion of the shares of Common Stock issued upon
exercise corresponding to the vesting schedules for the original option
shall be subject to repurchase by the Company.

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Year-End Option Table. The following table sets forth certain information
regarding stock options exercised during the year ended December 31, 1996 and
stock options held as of December 31, 1996 by the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR-END (#) YEAR-END($)(1)
EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------- ----------- ------------------------- -------------------------

Mark J. Levin........... 100,850 $ 0 0/100,000 $ 0/$ 87,500
Steven H. Holtzman...... 54,625 $ 0 8,141/ 42,709 $ 68,030/$314,979
Frank D. Lee............ 235,661 $175,578 4,557/ 39,193 $ 7,405/$ 63,689
Harry F. Arader......... 4,000 $ 38,280 146,000/ 0 $2,011,150/$ 0

- ---------------
(1) Value is based on the closing sales price of the Company's Common Stock on
December 31, 1996 ($17.375), the last trading day of the Company's 1996
fiscal year, less the applicable option exercise price.

EMPLOYMENT AGREEMENTS

In November 1994, the Company entered into an employment agreement with Mr.
Levin, the Chief Executive Officer of the Company. The agreement provides for an
initial annual salary of $300,000. In addition, Mr. Levin was granted an option
to purchase 533,364 shares of the Company's Common Stock at an exercise price of
$0.30 per share. The option was exercised in November 1995. The shares issued
upon exercise of the option are subject to repurchase by the Company and are
released from such repurchase option at a rate of one forty-eighth of such
shares per month. In connection with the grant of the option, the Company agreed
to loan Mr. Levin up to $266,681, the net after tax purchase price for the
options. The loan bears interest at a rate of 7% per annum and is secured by a
pledge of the shares of Common stock issued upon exercise of the option. The
Company has agreed to forgive one forty-eighth of the principal plus accrued
interest of the loan monthly beginning on December 31, 1995, subject to Mr.
Levin's continued employment. In the event of Mr. Levin's termination either
voluntarily or by the Company without cause, the unforgiven principal of the
loan will be due on the first to occur of (i) the first anniversary of such
termination, (ii) the first date upon which the fair market value of freely
tradeable securities held by Mr. Levin exceeds $1,000,000 or (iii) the date upon
which Mr. Levin receives cash or freely tradeable securities having a value of
at least $1,000,000 in an acquisition of the Company.

In April 1994, the Company entered into an employment agreement with Mr.
Holtzman, the Chief Business Officer of the Company. Mr. Holtzman's employment
with the Company is at-will and may be terminated by the Company at any time
with or without cause. In the event his employment is terminated without
Justifiable Cause (as defined) then, subject to certain conditions, the Company
will be obligated to pay Mr. Holtzman a severance payment equal to twelve
months' salary.

In June 1994, the Company entered into an employment agreement with Dr.
Lee, the Chief Scientific Officer of the Company. Mr. Lee's employment with the
Company is at-will and may be terminated by the Company at any time with or
without cause. In the event his employment is terminated without Justifiable
Cause (as defined) then, subject to certain conditions, the Company will be
obligated to pay Mr. Lee a severance payment equal to twelve months' salary.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of copies of reports filed by all officers of
the Company who are persons required to file reports ("Reporting Persons")
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or written representations from certain Reporting Persons
that no Form 5 filing was required for such persons, the Company believes that
during fiscal 1996 all filings required to be made by its Reporting Persons were
timely made in accordance with the requirements of the Exchange Act.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company, which is currently comprised of
three non-employee directors, Mr. Heidrich and Drs. Kucherlapati and Boger,
makes recommendations concerning salaries and incentive compensation for
employees of and consultants to the Company, establishes and approves salaries
and incentive compensation for certain senior officers and employees and
administers and grants stock options pursuant to the Company's stock option
plans.

The Company's executive compensation program is designed to incentivize the
Company's executive officers and, thereby, to promote achievement of the
Company's business goals and shareholder returns. Executive compensation
consists of a combination of base salary, stock incentives and employee
benefits. The Compensation Committee considers stock incentives to be a critical
component of an executive's compensation package in order to help align
executive interests with stockholder interests.

Compensation Philosophy

The objectives of the executive compensation program are to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who are expected to
contribute to the long-term success of the Company. The Company's executive
compensation philosophy is based on the principles of competitive and fair
compensation and sustained performance.

- COMPETITIVE AND FAIR COMPENSATION

The Company is committed to providing an executive compensation program
that helps attract and retain highly qualified executives. To ensure
that compensation is competitive, the Compensation Committee compares
the Company's compensation practices with those of other companies in
the industry and sets the Company's compensation guidelines based on
this review. The Compensation Committee believes compensation for the
Company's executive officers is within the range of compensation paid to
executives with comparable qualifications, experience and
responsibilities in the same or similar business and of comparable size
and success. The Compensation Committee also strives to achieve
equitable relationships both among the compensation of individual
officers and between the compensation of officers and other employees
throughout the Company.

- SUSTAINED PERFORMANCE

Executive officers are rewarded based upon corporate performance and
individual performance. Corporate performance is evaluated by reviewing
the extent to which strategic scientific and business plan goals are
met, including such factors as timely delivery of validated targets to
partners for screening, effective development of new programs for future
alliances, continued innovation in the development of the Company's
technologies, formation of new business alliances, and meeting stated
financial objectives. Individual performance is evaluated by reviewing
attainment of specified individual objectives and the degree to which
teamwork and Company values are fostered.

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In evaluating each executive officer's performance, the Compensation
Committee generally conforms to the following process:

- Company and individual goals and objectives generally are set at the
beginning of the performance cycle.

- At the end of the performance cycle, the accomplishment of the
executive's goals and objectives and his or her contributions to the
Company are evaluated.

- The executive's performance is then compared with peers within the
Company and the results are communicated to the executive.

- The comparative results, combined with comparative compensation practices
of other companies in the industry, are then used to determine salary and
stock compensation levels.

Annual compensation for the Company's executives generally consists of two
elements-salary and stock options.

The salary for executives is generally set by reviewing compensation for
competitive positions in the market and the historical compensation levels of
the executives. Increases in annual salaries are based on actual corporate and
individual performance against targeted performance and various subjective
performance criteria. Targeted performance criteria vary for each executive
based on his area of responsibility. Subjective performance criteria include an
executive's ability to motivate others, develop the skills necessary to mature
with the Company, recognize and pursue new business opportunities and initiate
programs to enhance the Company's growth and success. The Compensation Committee
does not use a specific formula based on these targeted performance and
subjective criteria, but instead makes an evaluation of each executive officer's
contributions in light of all such criteria.

Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program is designed to
promote the identity of long-term interests between the Company's employees and
its shareholders and assist in the retention of executives. The size of option
grants is generally intended to reflect the executive's position with the
Company and his or her contributions to the Company, including his or her
success in achieving the individual performance criteria described above. The
option program generally uses a four-year vesting period to encourage key
employees to continue in the employ of the Company. All stock options granted to
executive officers in 1996 were granted at fair value on the date of grant.
During 1996, all current executive officers received options to purchase an
aggregate of 400,925 shares of Common Stock, at a weighted average exercise
price of $8.51 per share.

Executive officers are also eligible to participate in the Company's 1996
Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan is
available to virtually all employees of the Company and generally permits
participants to purchase shares at a discount of approximately 15% from the fair
market value at the beginning or end of the applicable purchase period.

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code, of 1986, as amended (the "Code"), enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1.0 million paid to the corporation's Chief Executive Officer and four other
most highly compensated executive officers. Qualifying performance compensation
will not be subject to the deduction limit if certain requirements are met. The
Company intends to structure the performance-based portion of the compensation
of its executive officers in a manner that complies with the statute to mitigate
any disallowance of deductions.

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Mr. Levin's 1996 Compensation

Mr. Levin is eligible to participate in the same executive compensation
plans available to the other executive officers of the Company. The Compensation
Committee believes that Mr. Levin's annual compensation, including the portion
of his compensation based upon the Company's merit-based stock option program,
has been set at a level competitive with other companies in the industry.

Mr. Levin's salary for 1996 increased to $324,354 from $300,000 in 1995. In
1996, Mr. Levin was granted a stock option to purchase 100,000 shares of the
Company's Common Stock at a price of $16.50 per share and an option to purchase
850 shares of Common Stock at an exercise price of $0.60 per share (each option
was granted at fair value of the Company's Common Stock on the date of the
grant). In determining whether to grant stock options to Mr. Levin, the
Compensation Committee considered Mr. Levin's overall compensation package
relative to that of other chief executives in the Company's industry and past
option grants as well as the effectiveness of Mr. Levin's leadership of the
Company and the resulting success of the Company in the attainment of its goals.

Compensation Committee

A. Grant Heidrich, III
Raju Kucherlapati, Ph.D.
Joshua Boger, Ph.D.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Mr. Heidrich and Drs.
Kucherlapati and Boger. No member of the Compensation Committee was at any time
during 1996, or formerly, an officer or employee of the Company or any
subsidiary of the Company. No executive officer of the Company has served as a
director or member of the Compensation Committee (or other committee serving an
equivalent function) of any other entity, one of whose executive officers served
as a director of or member of the Compensation Committee of the Company.

Dr. Kucherlapati serves as a consultant to the Company under the terms of
an agreement with the Company, and pursuant to such agreement is entitled to
receive compensation equal to $23,750 per quarter, based upon two days per month
of service. Pursuant to the agreement, Dr. Kucherlapati received $71,250 from
the Company in 1996.

COMPARATIVE STOCK PERFORMANCE

The comparative stock performance graph below compares the cumulative
stockholder return on the Common Stock of the Company for the period from May 6,
1996, the date of the Company's initial public offering, through December 31,
1996 with the cumulative total return on (i) the Total Return Index for the
Nasdaq Stock Market (U.S. Companies) (the "Nasdaq Composite Index") and (ii) the
Nasdaq Biotechnology Index ("Nasdaq Biotechnology Index") (assuming the
investment of $100 in the Company's Common Stock (at the initial public offering
price), in the Nasdaq Composite Index and in the Nasdaq Biotechnology Index on
May 10, 1996 and reinvestment of all dividends). Measurement points are on May
6, 1996 and the last trading day of the year ended December 31, 1996.

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15
[Graphic consisting of the Company's Stock Performance Graph.]

Millennium Nasdaq
Measurement Period Pharmaceuticals, Nasdaq Composite Biotechnology
(Fiscal Year Covered) Inc. Index Index

5/6/96 100.00 100.00 100.00
12/31/96 91.45 109.16 99.88

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1993, the Company entered into an agreement for consulting
services with Dr. Lander, a director of the Company. Pursuant to the agreement,
Dr. Lander is compensated at the rate of $2,375 (plus travel and other
appropriate expenses) per day of consulting services, not to exceed the
equivalent of 40 full days per year. Pursuant to this agreement, Dr. Lander
received $95,000 in 1996.

For a description of the consulting agreement between the Company and Dr.
Kucherlapati, a director of the Company, see "Compensation Committee Interlocks
and Insider Participation."

APPROVAL OF AMENDMENT TO 1996 EQUITY INCENTIVE PLAN

The Board of Directors believes that the continued growth and profitability
of the Company depends, in large part, upon the ability of the Company to
maintain a competitive position in attracting and retaining key personnel.
Currently, 244,304 shares remain available for future Awards (as defined below)
under the Company's 1996 Equity Incentive Plan (the "1996 Equity Plan").
Accordingly, on March 13, 1997, the Board of Directors adopted, subject to
stockholder approval, an amendment to the 1996 Equity Plan that increased from
2,100,000 to 4,100,000 the number of shares of Common Stock available for
issuance under the 1996 Equity Plan (subject to a proportionate adjustment for
certain changes in the Company's capitalization, such as a stock split).

Section 162(m) of the Code, enacted in 1993, generally disallows a tax
deduction to public companies for compensation over $1 million paid to the
corporation's chief executive officer and four other most highly compensated
executive officers. Qualifying performance-based compensation is not subject to
the deduction limit if certain requirements are met. In particular, income
recognized upon the exercise of a stock option is

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not subject to the deduction limit if the option was issued under a plan
approved by stockholders that provides a limit to the number of shares that may
be issued under the plan to any individual.

In order for options and restricted stock awarded under the 1996 Equity
Plan, as amended, to comply with Section 162(m) after the Annual Meeting, the
continuance of the 1996 Equity Plan must be approved by stockholders.
Accordingly, on March 13, 1997, the Board of Directors voted, subject to
stockholder approval, to continue the 1996 Equity Plan. If the stockholders do
not vote to continue the 1996 Equity Plan, the Company will not grant any
further options or make any further awards of restricted stock under the 1996
Equity Plan.

DESCRIPTION OF AWARDS UNDER THE EQUITY PLAN

The 1996 Equity Plan provides for the grant of incentive stock options
intended to qualify under Section 422 of the Code, nonstatutory stock options
and awards of restricted stock ("Awards").

Incentive Stock Options and Nonstatutory Options. Optionees receive the
right to purchase a specified number of shares of Common Stock at an option
price and subject to such terms and conditions as are specified at the time of
the grant. Incentive stock options and options that the Board of Directors or
Compensation Committee intends to qualify as performance-based compensation
under Section 162(m) of the Code may not be granted at an exercise price less
than the fair market value of the Common Stock on the date of grant (or less
than 110% of the fair market value in the case of incentive stock options
granted to optionees holding 10% or more of the voting stock of the Company).
All other options may be granted at an exercise price that may be less than,
equal to or greater than the fair market value of the Common Stock on the date
of grant.

Restricted Stock. Restricted stock awards entitle recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their purchase price from the recipient in the event that
the conditions specified in the applicable stock award are not satisfied prior
to the end of the applicable restriction period established for such award. The
Company may also grant (or sell at a purchase price not less than 85% of the
fair market value on the date of such sale) to participants shares of Common
Stock free of any restrictions under the 1996 Equity Plan.

ELIGIBILITY TO RECEIVE AWARDS

All of the employees, officers, directors, consultants and advisors of the
Company and its subsidiaries who are expected to contribute to the Company's
future growth and success are eligible to participate in the 1996 Equity Plan.
Incentive stock options, however, may only be granted to persons eligible to
receive incentive stock options under the Code. The 1996 Equity Plan provides
that the maximum number of shares of Common Stock with respect to which options
may be granted to any employee may not exceed 300,000 during any calendar year
of the 1996 Equity Plan.

As of March 15, 1997, an aggregate of approximately 380 employees, officers
and directors of the Company were eligible to receive Awards under the 1996
Equity Plan. The granting of Awards under the 1996 Equity Plan is discretionary,
and the Company cannot now determine the number or type of Awards to be granted
in the future to any particular person or group. Pursuant to the 1996 Equity
Plan, during fiscal 1996 all employees, including all current officers who are
not executive officers, as a group, received options to purchase 1,243,970
shares of Common Stock at a weighted average exercise price of $15.35 per share.
Pursuant to the 1996 Equity Plan, during 1996 executive officers, as a group,
received options to purchase 193,750 shares of Common Stock at a weighted
average exercise price of $14.65 per share. No directors

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(except Mr. Levin) received options to purchase shares of Common Stock pursuant
to the 1996 Equity Plan during 1996.

On March 31, 1997, the last reported sale price of the Company's Common
Stock on the Nasdaq National Market was $13.875.

ADMINISTRATION

The 1996 Equity Plan is administered by the Board of Directors of the
Company and the Compensation Committee of the Board of Directors. The Board has
the authority to adopt, amend and repeal the administrative rules, guidelines
and practices relating to the 1996 Equity Plan, to interpret the provisions of
the 1996 Equity Plan and to terminate the 1996 Equity Plan. The Board also has
the authority to grant Awards under the 1996 Equity Plan and to accelerate,
waive or amend certain provisions of outstanding Awards. The 1996 Equity Plan
contains provisions relating to the disposition of Awards in the event of
certain mergers, acquisitions and other extraordinary corporate transactions
involving the Company. Pursuant to the terms of the 1996 Equity Plan, the Board
has appointed the Compensation Committee to administer certain aspects of the
1996 Equity Plan, including the grant of options to executive officers.

AMENDMENT AND TERMINATION

No Award may be made under the 1996 Equity Plan after March 28, 2006, but
Awards previously granted may extend beyond that date. No amendment to the 1996
Equity Plan may be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax
consequences that generally will arise with respect to the grant and exercise of
Awards under the 1996 Equity Plan and with respect to the sale of Common Stock
acquired under the 1996 Equity Plan.

Incentive Stock Options. In general, a participant will not recognize
taxable income upon the grant or exercise of an incentive stock option. Instead,
a participant will recognize taxable income with respect to an incentive stock
option only upon the sale of Common Stock acquired through the exercise of the
option ("ISO Stock").

Generally, the tax consequences of selling ISO Stock will vary with the
length of time that the participant has owned the ISO Stock at the time it is
sold. If the participant sells ISO Stock after having owned it for at least two
years from the date of grant and one year from the date of exercise, then the
gain recognized by the participant will be a long-term capital gain. If the
participant sells ISO Stock prior to having owned it for at least two years from
the date of grant and one year from the date of exercise, then, generally, all
or a portion of the gain recognized by the participant will be ordinary
compensation income and the remaining gain will be a capital gain. If a
participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss. Any capital gain or loss will be a
long-term gain or loss if the shares are held for more than one year from the
date of exercise.

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however, upon exercise of a non-statutory option a participant generally will
recognize ordinary compensation income.

With respect to any Common Stock acquired upon exercise of a non-statutory
option ("NSO Stock"), a participant will have a tax basis equal to the exercise
price plus any income recognized upon the exercise of the option. Upon selling
NSO Stock, a participant generally will recognize capital gain or loss in an
amount equal to the excess of the sale price of the NSO Stock over the
participant's tax basis in the NSO Stock. The capital gain or loss will be a
long-term gain or loss if the shares are held for more than one year from the
date of exercise.

Restricted Stock. No taxable income is recognized by the participant upon
the grant of a Restricted Stock Award, unless the participant makes an election
under Section 83(b) of the Code. If the participant makes a Section 83(b)
election, then the participant will recognize ordinary income, for the year in
which the Restricted Stock Award is granted, in an amount equal to the
difference between the fair market value of the Common Stock at the time the
Restricted Stock Award is granted and the purchase price paid for the Common
Stock. If such election is made and the participant subsequently forfeits some
or all of the shares, the participant will not be entitled to any tax refund. If
the Section 83(b) election is not made, the participant will recognize ordinary
income, at the time that the forfeiture provisions or restrictions on transfer
lapse, in an amount equal to the difference between the fair market value of the
Common Stock at the time of such lapse and the original purchase price paid for
the Common Stock.

Any additional gain or any loss recognized upon the disposition of the
Common Stock acquired pursuant to a Restricted Stock Award will be a capital
gain or loss, and will be a long-term gain or loss if the shares are held for
more than one year. For this purpose, the holding period shall begin just after
the date on which the forfeiture provisions or restrictions lapse if a Section
83(b) election is not made, or just after the Award is granted if a Section
83(b) election is made.

Tax Consequences to the Company. The grant of an Award under the 1996
Equity Plan will have no tax consequences to the Company. Moreover, in general,
neither the exercise of an incentive stock option acquired under the 1996 Equity
Plan nor the sale of any Common Stock acquired under the 1996 Equity Plan will
have any tax consequences to the Company. The Company generally will be entitled
to a business-expense deduction, however, with respect to any ordinary
compensation income recognized by a participant under the 1996 Equity Plan. Any
such deduction will be subject to the limitations of Section 162(m) of the Code.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE AMENDMENT TO THE
1996 EQUITY PLAN AND THE CONTINUANCE OF THE 1996 EQUITY PLAN IS IN THE BEST
INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND THEREFORE RECOMMENDS A VOTE
"FOR" THIS PROPOSAL.

APPROVAL OF 1997 EQUITY INCENTIVE PLAN

On March 13, 1997, the Board of Directors adopted the Company's 1997 Equity
Incentive Plan (the "1997 Equity Plan") covering 2,000,000 shares of Common
Stock (subject to adjustment for certain changes in the Company's
capitalization, such as a stock split).

As of April 1, 1997, options to purchase 460,175 shares of Common Stock
have been granted pursuant to the 1997 Equity Plan. The Company is seeking
shareholder approval of the 1997 Equity Plan in order for options granted under
the 1997 Equity Plan to be treated as incentive stock options to the extent so
designated

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by the Board of Directors at the time of grant. Whether or not the Company
receives shareholder approval of the 1997 Equity Plan, the Company plans to
continue to make Awards under the 1997 Equity Plan and all options previously
granted by the Board of Directors will remain outstanding. If the Shareholders
do not approve the 1997 Equity Plan, options granted thereunder will constitute
nonstatutory options for purposes of the Code.

DESCRIPTION OF AWARDS UNDER THE 1997 EQUITY PLAN

The 1997 Equity Plan provides for the grant of incentive stock options,
nonstatutory stock options and awards of restricted stock ("Awards").

Incentive Stock Options and Nonstatutory Options. Optionees receive the
right to purchase a specified number of shares of Common Stock at an option
price and subject to such terms and conditions as are specified at the time of
the grant. Incentive stock options may not be granted at an exercise price less
than the fair market value of the Common Stock on the date of grant (or less
than 110% of the fair market value in the case of incentive stock options
granted to optionees holding 10% or more of the voting stock of the Company).
All other options may be granted at an exercise price that may be less than,
equal to or greater than the fair market value of the Common Stock on the date
of grant.

Restricted Stock. Restricted stock awards entitle recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their purchase price from the recipient in the event that
the conditions specified in the applicable stock award are not satisfied prior
to the end of the applicable restriction period established for such award. The
Company may also grant (or sell at a purchase price not less than 85% of the
fair market value on the date of such sale) to participants shares of common
Stock free of any restrictions under the 1997 Equity Plan.

ELIGIBILITY TO RECEIVE AWARDS

All of the employees (except executive officers and employees who serve as
directors) of the Company and its subsidiaries who are expected to contribute to
the Company's future growth and success are eligible to participate in the 1997
Equity Plan. Incentive stock options, however, may only be granted to persons
eligible to receive incentive stock options under the Code. The 1997 Equity Plan
provides that the maximum number of shares of Common Stock with respect to which
options may be granted to any employee may not exceed 300,000 during any
calendar year of the 1997 Equity Plan.

As of March 15, 1997, an aggregate of approximately 370 employees of the
Company were eligible to receive Awards under the 1997 Equity Plan. The granting
of Awards under the 1997 Equity Plan is discretionary, and the Company cannot
now determine the number or type of Awards to be granted in the future to any
particular person or group.

ADMINISTRATION

The 1997 Equity Plan is administered by the Board of Directors of the
Company and the Compensation Committee of the Board of Directors. The Board has
the authority to adopt, amend and repeal the administrative rules, guidelines
and practices relating to the 1997 Equity Plan, to interpret the provisions of
the 1997 Equity Plan and to terminate the 1997 Equity Plan. The Board also has
the authority to grant Awards under the 1997 Equity Plan and to accelerate,
waive or amend certain provisions of outstanding Awards. The 1997 Equity Plan
contains provisions relating to the disposition of Awards in the event of
certain mergers, acquisitions and other extraordinary corporate transactions
involving the Company. Pursuant to the terms of

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the 1997 Equity Plan, the Board has appointed the Compensation Committee to
administer certain aspects of the 1997 Equity Plan.

AMENDMENT AND TERMINATION

No Award may be made under the 1997 Equity Plan after March 13, 2007, but
Awards previously granted may extend beyond that date. No amendment to the 1997
Equity Plan may be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax
consequences that generally will arise with respect to the grant and exercise of
Awards under the 1997 Equity Plan and with respect to the sale of Common Stock
acquired under the 1997 Equity Plan.

Generally, the tax consequences of selling ISO Stock will vary with the
length of time that the participant has owned the ISO Stock at the time it is
sold. If the participant sells ISO Stock after having owned it for at least two
years from the date of grant and one year from the date of exercise, then the
gain recognized by the participant will be a long-term capital gain. If the
participant sells ISO Stock prior to having owned it for at least two years from
the date of grant and one year from the date of exercise, then, generally, all
or a portion of the gain recognized by the participant will be ordinary
compensation income and the remaining gain will be a capital gain. If a
participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss. Any capital gain or loss will be a
longterm gain or loss if the shares are held for more than one year from the
date of exercise.

Non-Statutory Options. As in the case of an incentive stock option, a
participant will not recognize taxable income upon the grant of a non-statutory
option. Unlike the case of an incentive stock option, however, upon exercise of
a non-statutory option a participant generally will recognize ordinary
compensation income.

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the participant will not be entitled to any tax refund. If the Section 83(b)
election is not made, the participant will recognize ordinary income, at the
time that the forfeiture provisions or restrictions on transfer lapse, in an
amount equal to the difference between the fair market value of the Common Stock
at the time of such lapse and the original purchase price paid for the Common
Stock.

Tax Consequences to the Company. The grant of an Award under the 1997
Equity Plan will have no tax consequences to the Company. Moreover, in general,
neither the exercise of an incentive stock option acquired under the 1997 Equity
Plan nor the sale of any Common Stock acquired under the 1997 Equity Plan will
have any tax consequences to the Company. The Company generally will be entitled
to a business-expense deduction, however, with respect to any ordinary
compensation income recognized by a participant under the 1997 Equity Plan.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE 1997 EQUITY PLAN
IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND THEREFORE
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of Ernst & Young LLP as the Company's independent auditors for
the current fiscal year. Ernst & Young LLP has served as the Company's
independent auditors since inception. Although stockholder approval of the Board
of Directors' selection of Ernst & Young LLP is not required by law, the Board
of Directors believes that it is advisable to give stockholders an opportunity
to ratify this selection. If this proposal is not approved at the Annual
Meeting, the Board of Directors will reconsider its selection of Ernst & Young
LLP. Representatives of Ernst & Young, LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will also be available to respond to appropriate questions from
stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

OTHER MATTERS

The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews. Brokers, custodians and fiduciaries will be
requested to forward

19
22

proxy soliciting material to the owners of stock held in their names, and the
Company will reimburse them for their reasonable out-of-pocket expenses incurred
in connection with the distribution of proxy materials.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Cambridge, Massachusetts not later than December 12, 1997 for inclusion in
the proxy statement for that meeting.

By Order of the Board of Directors,

STEVEN D. SINGER
Secretary
April 11, 1997

THE BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

20
23

APPENDIX A

Millennium Pharmaceuticals, Inc.
1996 Equity Incentive Plan

24
MILLENNIUM PHARMACEUTICALS, INC.

1996 EQUITY INCENTIVE PLAN

1. Purpose.
-------

The purpose of this plan (the "Plan") is to secure for Millennium
Pharmaceuticals, Inc. (the "Company") and its shareholders the benefits arising
from capital stock ownership by employees, officers and directors of, and
consultants or advisors to, the Company and its parent and subsidiary
corporations who are expected to contribute to the Company's future growth and
success. Except where the context otherwise requires, the term "Company" shall
include the parent and all present and future subsidiaries of the Company as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code").

2. Type of Options and Awards; Administration.
------------------------------------------

(a) TYPES OF OPTIONS AND AWARDS. Options granted pursuant to the Plan
shall be authorized by action of the Board of Directors of the Company (or a
Committee designated by the Board of Directors) and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section
422 of the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code. Awards granted pursuant to the Plan
shall be authorized by action of the Board of Directors of the Company (or a
Committee designated by the Board of Directors) and shall meet the requirements
of Section 13 of the Plan.

(b) ADMINISTRATION. The Plan will be administered by the Board of
Directors of the Company, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion (i) grant options to purchase shares of the Company's
Common Stock (as defined in Section 4 of the Plan), and issue shares upon
exercise of such options as provided in the Plan and (ii) make awards for the
purchase of shares of Common Stock pursuant to Section 13 of the Plan. The Board
shall have authority, subject to the express provisions of the Plan, to construe
the respective option agreements, awards and the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms and
provisions of the respective option agreements and awards, which need not be
identical, and to make all other determinations in the judgment of the Board of
Directors necessary or desirable for the administration of the Plan. The Board
of Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement or award in the manner and
to the extent it shall deem expedient to carry the Plan into effect and it shall
be the sole and final judge of such expediency. No director or person acting
pursuant to authority delegated by the Board of Directors shall be liable for
any action or determination made in good faith.

The Board of Directors may, to the full extent permitted by or consistent with
applicable laws or regulations (including, without limitation, applicable state
law and Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), or any successor rule ("Rule 16b-3")), delegate any or all of
its powers under the Plan to a committee (the "Committee") appointed by the
Board of Directors, and if the Committee is so appointed all references to the
Board of Directors in the Plan shall mean and relate to such Committee to the
extent authority is so delegated to such Committee.

(c) APPLICABILITY OF RULE 16B-3. Those provisions of the Plan which
make express reference to Rule 16b-3 shall apply only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").

3. Eligibility.
-----------

(a) GENERAL. Options and awards may be granted or made to persons who
are, at the time of grant, employees, officers or directors (so long as such
officers and directors are also employees) of, or consultants or advisors to,
the Company; PROVIDED, that the class of individuals to whom Incentive Stock
Options may be granted shall be limited to all employees of the Company; and
PROVIDED FURTHER that non-employee directors of the Company are not eligible to
receive options or awards of restricted stock under the Plan. A person who has
been granted an option or award may, if he or she is otherwise eligible, be
granted additional options or awards if the Board of Directors shall so
determine. Subject to adjustment as provided in Section 16 below, the maximum
number of shares with respect to which options or restricted stock awards may be
granted to any person under the Plan shall not exceed 300,000 shares of Common
Stock during any calendar year during the term of the Plan. For the purpose of
calculating such maximum number, (a) an option or award shall continue to be
treated as outstanding notwithstanding its repricing, cancellation or expiration
and (b) the repricing of an outstanding option or award or the issuance of a new
option or award in substitution for a cancelled option or award shall be deemed
to constitute the grant of a new additional option or award, as the case may be,
separate from the original grant that is repriced or cancelled.

(b) GRANT OF OPTIONS TO DIRECTORS AND OFFICERS. The selection of a
director or an officer (as the terms "director" and "officer" are defined for
purposes of Rule 16b-3) as a participant, the timing of the option grant or
award, the exercise price of the option or the sale price of the award and the
number of shares for which an option or award may be granted to such director or
officer shall be determined either (i) by the Board of Directors, of which all
members shall be "disinterested persons" (as hereinafter defined), or (ii) by a
committee of two or more directors having full authority to act in the matter,
of which all members shall be "disinterested persons." For the purposes of the
Plan, a director shall be deemed to be "disinterested" only if such person
qualifies as a "disinterested person" within the meaning of Rule 16b-3, as such
term is interpreted from time to time.

4. Stock Subject to Plan.
---------------------

Subject to adjustment as provided in Section 16 below, the total number
of shares which may be issued and sold under the Plan is 2,100,000 shares of
Common Stock, $.001 par value per share ("Common Stock"). If an option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject to such option shall again be
available for subsequent option grants or awards under the Plan.

5. Forms of Option Agreements.
--------------------------

As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan as may be approved by the Board of Directors. Such option
agreements may differ among recipients.

6. Purchase Price Upon Exercise of Options.
---------------------------------------

(a) GENERAL. The purchase price per share of Common Stock deliverable
upon the exercise of an option shall be determined by the Board of Directors,
PROVIDED, HOWEVER, that in the case of an Incentive Stock Option, the exercise
price shall not be less than 100% of the fair market value of such stock, as
determined by the Board of Directors, at the time of grant of such option, or
less than 110% of such fair market value in the case of options described in
Section 11(b).

(b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised, (ii) by any other means (including without
limitation by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board) or (iii) by any
combination of such methods of payment. The fair market value of any shares of
the Company's Common Stock or other non-cash consideration which may be
delivered upon exercise of an option shall be determined in such manner as may
be prescribed by the Board of Directors.

7. Option Period.
-------------

Each option and all rights thereunder shall expire on such date as
shall be set forth in the applicable option agreement, except that such date, in
the case of an Incentive Stock Option, shall in no case be later than ten years
after the date on

which the option is granted.

8. Exercise of Options.
-------------------

Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the agreement evidencing such option, subject to the provisions of the
Plan.

9. Nontransferability of Options.
-----------------------------

Incentive Stock Options, and all options granted to Reporting Persons,
shall not be assignable or transferable by the person to whom it is granted,
either voluntarily or by operation of law, except by will or the laws of descent
and distribution, and, during the life of the optionee, shall be exercisable
only by the optionee; provided, however, that non-statutory options granted to
Reporting Persons may be transferred pursuant to a qualified domestic relations
order (as defined in Rule 16b-3).

10. Effect of Termination of Employment or Other Relationship.
---------------------------------------------------------

The Board of Directors shall determine the period of time during which
an optionee may exercise an option following (i) the termination of the
optionee's employment or other relationship with the Company or (ii) the death
or disability of the optionee. Such periods shall be set forth in the agreement
evidencing such option.

11. Incentive Stock Options.
-----------------------

Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

(a) EXPRESS DESIGNATION. All Incentive Stock Options granted under
the Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

(b) 10% SHAREHOLDER. If any employee to whom an Incentive Stock
Option is to be granted under the Plan is, at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the Code), then the
following special provisions shall be applicable to the Incentive Stock Option
granted to such individual:

(i) The purchase price per share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110% of the fair
market value of one share of Common Stock at the time of grant; and

(ii) The option exercise period shall not exceed five
years from the date of grant.

(c) DOLLAR LIMITATION. For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate fair market value
(determined as of the respective date or dates of grant) of more than $100,000.

(d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive
Stock Option may be exercised unless, at the time of such exercise, the optionee
is, and has been continuously since the date of grant of his or her option,
employed by the Company, except that:

(i) an Incentive Stock Option may be exercised within the
period of three months after the date the optionee ceases to be an
employee of the Company (or within such lesser period as may be
specified in the applicable option agreement), PROVIDED, that the
agreement with respect to such option may designate a longer exercise
period and that the exercise after such three-month period shall be
treated as the exercise of a non-statutory option under the Plan;

(ii) if the optionee dies while in the employ of the
Company, or within three months after the optionee ceases to be such an
employee, the Incentive Stock Option may be exercised, by the person to
whom it is transferred by will or the laws of descent and distribution,
within the period of one year after the date of death (or within such
lesser period as may be specified in the applicable option agreement);
and

(iii) if the optionee becomes disabled (within the meaning
of Section 22(e)(3) of the Code or any successor provision thereto)
while in the employ of the Company, the Incentive Stock Option may be
exercised within the period of one year after the date the optionee
ceases to be such an employee because of such disability (or within
such lesser period as may be specified in the applicable option
agreement).

For all purposes of the Plan and any option or award granted hereunder,
"employment" shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions, no stock option may be exercised after
its expiration date.

12. Additional Provisions.
---------------------

(a) ADDITIONAL OPTION PROVISIONS. The Board of Directors may, in
its sole

discretion, include additional provisions in any option granted under the Plan,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; PROVIDED THAT such
additional provisions shall not be inconsistent with any other term or condition
of the Plan.

(b) ACCELERATION, EXTENSION, ETC. The Board of Directors may, in
its sole discretion, (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all or any particular option or options granted
under the Plan may be exercised; provided, however, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3.

13. Awards.
------

A restricted stock award (an "award") shall consist of the sale and
issuance by the Company of shares of Common Stock, and the purchase by the
recipient of such shares, subject to the terms, conditions and restrictions
described in the document evidencing the award and in this Section 13 and
elsewhere in the Plan.

(a) EXECUTION OF RESTRICTED STOCK AWARD AGREEMENT. As a condition
to an award under the Plan, each recipient of an award shall execute an
agreement in such form, which may differ among recipients, as shall be specified
by the Board of Directors at the time of such award.

(b) PRICE. The Board of Directors shall determine the price at
which shares of Common Stock shall be sold to recipients of awards under the
Plan. The Board of Directors may, in its discretion, issue shares pursuant to
awards without the payment of any cash purchase price by the recipients or issue
shares pursuant to awards at a purchase price below the then fair market value
of the Common Stock. If a purchase price is required to be paid, it shall be
paid in cash or by check payable to the order of the Company at the time that
the award is accepted by the recipient, or by such other means as may be
approved by the Board of Directors.

(d) RESTRICTIONS ON TRANSFER. In addition to such other terms,
conditions and restrictions upon awards as shall be imposed by the Board of
Directors, all shares issued pursuant to an award shall be subject to the
following restrictions:

evidencing the award, and shall not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of until such restrictions
lapse. The period during which such restrictions are applicable is
referred to as the "Restricted Period."

(2) In the event that a recipient's employment with the
Company (or consultancy or advisory relationship, as the case may be)
is terminated within the Restricted Period, whether such termination is
voluntary or involuntary, with or without cause, or because of the
death or disability of the recipient, the Company shall have the right
and option for a period of three months following such termination to
buy for cash that number of the shares of Common Stock purchased under
the award as to which the restrictions on transfer and the forfeiture
provisions contained in the award have not then lapsed, at a price
equal to the price per share originally paid by the recipient. If such
termination occurs within the last three months of the applicable
restrictions, the restrictions and repurchase rights of the Company
shall continue to apply until the expiration of the Company's three
month option period.

(3) Notwithstanding subparagraphs (1) and (2) above, the Board
of Directors may, in its discretion, either at the time that an award
is made or at any time thereafter, waive its right to repurchase shares
of Common Stock upon the occurrence of any of the events described in
this paragraph (d) or remove or modify any part or all of the
restrictions. In addition, the Board of Directors may, in its
discretion, impose upon the recipient of an award at the time of such
award such other restrictions on any shares of Common Stock issued
pursuant to such award as the Board of Directors may deem advisable.

(e) ADDITIONAL SHARES. Any shares received by a recipient of an
award as a stock dividend on, or as a result of stock splits, combinations,
exchanges of shares, reorganizations, mergers, consolidations or otherwise with
respect to, shares of Common Stock received pursuant to such award shall have
the same status and shall bear the same restrictions, all on a proportionate
basis, as the shares initially purchased pursuant to such award.

(f) TRANSFERS IN BREACH OF AWARD. If any transfer of shares
purchased pursuant to an award is made or attempted contrary to the terms of the
Plan and of such award, the Board of Directors shall have the right to purchase
for the account of the Company those shares from the owner thereof or his or her
transferee at any time before or after the transfer at the price paid for such
shares by the person to whom they were awarded under the Plan. In addition to
any other legal or equitable remedies which it may have, the Company may enforce
its rights by specific performance to the extent permitted by law. The Company
may refuse for any purpose to recognize as a shareholder of the Company any
transferee who receives any shares contrary to the provisions of the Plan and
the applicable award or any recipient of an award who breaches his or her
obligation to resell shares as required

by the provisions of the Plan and the applicable award, and the Company may
retain and/or recover all dividends on such shares which were paid or payable
subsequent to the date on which the prohibited transfer or breach was made or
attempted.

(g) ADDITIONAL AWARD PROVISIONS. The Board of Directors may, in its
sole discretion, include additional provisions in any award granted under the
Plan, including without limitation commitments to pay cash bonuses, make,
arrange for or guarantee loans or transfer other property to recipients upon the
grant of awards, or such other provisions as shall be determined by the Board of
Directors.

14. General Restrictions.
--------------------

(a) INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option or award is granted, as a condition of exercising such option or
purchasing the shares subject to the award, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is
acquiring the Common Stock subject to the option or award for his or her own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.

(b) COMPLIANCE WITH SECURITIES LAWS. Each option and award shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such option or award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection with, the
issuance or purchase of shares thereunder, such option or award may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification, or to satisfy such condition.

15. Rights as a Shareholder.
-----------------------

The holder of an option or recipient of an award shall have no rights
as a shareholder with respect to any shares covered by the option or award
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

16. Adjustment Provisions for Recapitalizations and Related Transactions.
--------------------------------------------------------------------

(a) GENERAL. If, through or as a result of any merger, consolidation,
sale of

all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan or repurchase rights of the Company, without changing the
aggregate purchase price as to which such options remain exercisable, provided
that no adjustment shall be made pursuant to this Section 16 if such adjustment
would cause the Plan to fail to comply with Section 422 of the Code or with Rule
16b-3.

(b) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 16 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

17. Merger, Consolidation, Asset Sale, Liquidation, etc.
---------------------------------------------------

(a) GENERAL. In the event of a consolidation or merger in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity or in the event of a
liquidation of the Company or sale of all or substantially all of the assets of
the Company, the Board of Directors of the Company, or the board of directors of
any corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options and
awards: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), PROVIDED that any such options substituted for Incentive
Stock Options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice, (iii) in the event of a merger under the terms of which holders of the
Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
outstanding options (to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all such outstanding
options in exchange for the termination of such options, and (iv) provide that
all or any outstanding options shall become exercisable in full, any
restrictions on exercising outstanding options issued

pursuant to the Plan prior to any given date shall terminate and any
restrictions on and rights of the Company to repurchase shares covered by
outstanding awards issued pursuant to the Plan shall terminate.

(b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

18. No Special Employment Rights.
----------------------------

Nothing contained in the Plan or in any option or award shall confer
upon any recipient of an award or optionee any right with respect to the
continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the compensation of the optionee.

19. Other Employee Benefits.
-----------------------

Except as to plans which by their terms include such amounts as
compensation, neither the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise nor the value of an award granted to an employee will
constitute compensation with respect to which any other employee benefits of
such employee are determined, including, without limitation, benefits under any
bonus, pension, profit-sharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board of Directors.

20. Amendment of the Plan.
---------------------

(a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, except that if at any time the approval
of the shareholders of the Company is required as to such modification or
amendment under Section 422 of the Code or any successor provision with respect
to Incentive Stock Options or under Rule 16b-3 with respect to options held by
or awards made to Reporting Persons, the Board of Directors may not effect such
modification or amendment without such approval.

outstanding option agreements or awards in a manner not inconsistent with the
Plan. The Board of Directors shall have the right to amend or modify (i) the
terms and provisions of the Plan and of any outstanding Incentive Stock Options
granted under the Plan to the extent necessary to qualify any or all such
options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options under Section
422 of the Code and (ii) the terms and provisions of the Plan and of any
outstanding option or award to the extent necessary to ensure the qualification
of the Plan under Rule 16b-3 or any successor rule.

21. Withholding.
-----------

(a) The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee or recipient of an award any federal, state
or local taxes of any kind required by law to be withheld with respect to any
shares issued upon exercise of options under the Plan or the purchase of shares
subject to the award. Subject to the prior approval of the Company, which may be
withheld by the Company in its sole discretion, the optionee or recipient of an
award may elect to satisfy such obligations, in whole or in part, (i) by causing
the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an option or the purchase of shares subject to an award or (ii)
by delivering to the Company shares of Common Stock already owned by the
optionee or award recipient. The shares so delivered or withheld shall have a
fair market value equal to such withholding obligation. The fair market value of
the shares used to satisfy such withholding obligation shall be determined by
the Company as of the date that the amount of tax to be withheld is to be
determined. An optionee or award recipient who has made an election pursuant to
this Section 21(a) may only satisfy his or her withholding obligation with
shares of Common Stock which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.

(b) Notwithstanding the foregoing, in the case of a Reporting Person,
no election to use shares for the payment of withholding taxes shall be
effective unless made in compliance with any applicable requirements of Rule
16b-3.

(c) If the recipient of an award under the Plan elects, in accordance
with Section 83(b) of the Code, to recognize ordinary income in the year of
acquisition of any shares awarded under the Plan, the Company will require at
the time of such election an additional payment for withholding tax purposes
based on the difference, if any, between the purchase price of such shares and
the fair market value of such shares as of the date immediately preceding the
date of the award.

22. Cancellation and New Grant of Options, etc.
------------------------------------------

options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled options or (ii) the
amendment of the terms of any and all outstanding options under the Plan to
provide an option exercise price per share which is higher or lower than the
then-current exercise price per share of such outstanding options.

23. Effective Date and Duration of the Plan.
---------------------------------------

(a) EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 20) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option issued after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
and awards may be granted under the Plan at any time after the effective date
and before the date fixed for termination of the Plan.

(b) TERMINATION. Unless sooner terminated in accordance with Section
17, the Plan shall terminate, with respect to Incentive Stock Options, upon the
earlier of (i) the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board of Directors, or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued pursuant to the exercise or cancellation of options or the final vesting
of awards granted under the Plan. Unless sooner terminated in accordance with
Section 17, the Plan shall terminate with respect to options which are not
Incentive Stock Options and awards on the date specified in (ii) above. If the
date of termination is determined under (i) above, then options outstanding on
such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such options.

24. Provision for Foreign Participants.
----------------------------------

The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the

United States to recognize differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.

Adopted by the Board of Directors on
March 14, 1996

37
AMENDMENT TO
1996 EQUITY INCENTIVE PLAN
OF
MILLENNIUM PHARMACEUTICALS, INC.

The 1996 Equity Incentive Plan (the "Plan") be and hereby is amended as
follows:

1. The number 2,100,000 in the second line of Section 4 of the
Plan shall be deleted and the number 4,100,000 shall be
inserted in lieu thereof.

Approved by the Board of Directors on March 13, 1997
Submitted to the Stockholders for approval at the
annual meeting to be held on May 21, 1997

APPENDIX B

Millennium Pharmaceuticals, Inc.
1997 Equity Incentive Plan

39
MILLENNIUM PHARMACEUTICALS, INC.

1997 EQUITY INCENTIVE PLAN

1. Purpose.
-------

The purpose of this plan (the "Plan") is to secure for Millennium
Pharmaceuticals, Inc. (the "Company") and its shareholders the benefits arising
from capital stock ownership by employees (excluding executive officers and
employees who serve as directors) of, and consultants or advisors to, the
Company and its parent and subsidiary corporations who are expected to
contribute to the Company's future growth and success. Except where the context
otherwise requires, the term "Company" shall include the parent and all present
and future subsidiaries of the Company as defined in Sections 424(e) and 424(f)
of the Internal Revenue Code of 1986, as amended or replaced from time to time
(the "Code").

2. Type of Options and Awards; Administration.
------------------------------------------

The Board of Directors may, to the full extent permitted by or consistent with
applicable laws or regulations (including, without limitation, applicable state
law), delegate any or all of its powers under the Plan to a committee (the
"Committee") appointed by the Board of Directors, and if the Committee is so
appointed all references to the Board of Directors in the Plan shall mean and
relate to such Committee to the extent authority is so delegated to such
Committee.

3. Eligibility.
-----------

Options and awards may be granted or made to persons who are, at the
time of grant, employees (excluding executive officers and employees who serve
as directors) of, or consultants or advisors to, the Company; PROVIDED, that
the class of individuals to whom Incentive Stock Options may be granted shall
be limited to all employees (excluding executive officers and employees who
serve as directors) of the Company. A person who has been granted an option or
award may, if he or she is otherwise eligible, be granted additional options or
awards if the Board of Directors shall so determine. Subject to adjustment as
provided in Section 16 below, the maximum number of shares with respect to
which options or restricted stock awards may be granted to any person under the
Plan shall not exceed 300,000 shares of Common Stock during any calendar year
during the term of the Plan. For the purpose of calculating such maximum
number, (a) an option or award shall continue to be treated as outstanding
notwithstanding its repricing, cancellation or expiration and (b) the repricing
of an outstanding option or award or the issuance of a new option or award in
substitution for a cancelled option or award shall be deemed to constitute the
grant of a new additional option or award, as the case may be, separate from
the original grant that is repriced or cancelled.

4. Stock Subject to Plan.
---------------------

Subject to adjustment as provided in Section 16 below, the total number
of shares which may be issued and sold under the Plan is 2,000,000 shares of
Common Stock, $.001 par value per share ("Common Stock"). If an option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject to such option shall again be
available for subsequent option grants or awards under the Plan.

5. Forms of Option Agreements.
--------------------------

6. Purchase Price Upon Exercise of Options.
---------------------------------------

-2-

(b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised, (ii) by any other means (including without
limitation by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Regulation T
promulgated by the Federal Reserve Board) or (iii) by any combination of such
methods of payment. The fair market value of any shares of the Company's Common
Stock or other non-cash consideration which may be delivered upon exercise of an
option shall be determined in such manner as may be prescribed by the Board of
Directors.

7. Option Period.
-------------

8. Exercise of Options.
-------------------

9. Nontransferability of Options.
-----------------------------

Incentive Stock Options shall not be assignable or transferable by the
person to whom it is granted, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the
optionee, shall be exercisable only by the optionee.

-3-

10. Effect of Termination of Employment or Other Relationship.
---------------------------------------------------------

11. Incentive Stock Options.
-----------------------

Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

(a) EXPRESS DESIGNATION. All Incentive Stock Options granted
under the Plan shall, at the time of grant, be specifically designated as such
in the option agreement covering such Incentive Stock Options.

(i) The purchase price per share of the Common Stock
subject to such Incentive Stock Option shall not be less than 110% of
the fair market value of one share of Common Stock at the time of
grant; and

(ii) The option exercise period shall not exceed five
years from the date of grant.

(d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive
Stock Option may be exercised unless, at the time of such exercise, the
optionee is, and has been continuously since the date of grant of his or her
option, employed by the Company, except that:

-4-

12. Additional Provisions.
---------------------

(a) ADDITIONAL OPTION PROVISIONS. The Board of Directors may, in its
sole discretion, include additional provisions in any option granted under the
Plan, including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; PROVIDED THAT such
additional provisions shall not be inconsistent with any other term or condition
of the Plan.

(b) ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its
sole discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all or any particular option or options granted under the
Plan may be exercised; provided, however, that no such extension shall be
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code.

-5-

13. Awards.
------

(1) All shares of Common Stock subject to an award (including
any shares issued pursuant to paragraph (e) of this Section) shall be
subject to certain restrictions on disposition and obligations of
resale to the Company as provided in subparagraph (2) below for the
period specified in the document evidencing the award, and shall not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of until such restrictions lapse. The period during which such
restrictions are applicable is referred to as the "Restricted Period."

-6-

transfer and the forfeiture provisions contained in the award have not
then lapsed, at a price equal to the price per share originally paid by
the recipient. If such termination occurs within the last three months
of the applicable restrictions, the restrictions and repurchase rights
of the Company shall continue to apply until the expiration of the
Company's three month option period.

(g) ADDITIONAL AWARD PROVISIONS. The Board of Directors may, in
its sole discretion, include additional provisions in any award granted under
the Plan, including without limitation commitments to pay cash bonuses, make,
arrange for or guarantee loans or transfer other property to recipients upon the
grant of awards, or such other provisions as shall be determined by the Board of
Directors.

-7-

14. General Restrictions.
--------------------

15. Rights as a Shareholder.
-----------------------

16. Adjustment Provisions for Recapitalizations and Related Transactions.
--------------------------------------------------------------------

(a) GENERAL. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (x) the maximum number
and kind of shares reserved for issuance under

-8-

the Plan, (y) the number and kind of shares or other securities subject to then
outstanding options under the Plan, and (z) the price for each share subject to
any then outstanding options under the Plan or repurchase rights of the Company,
without changing the aggregate purchase price as to which such options remain
exercisable, provided that no adjustment shall be made pursuant to this Section
16 if such adjustment would cause the Plan to fail to comply with Section 422 of
the Code.

17. Merger, Consolidation, Asset Sale, Liquidation, etc.
---------------------------------------------------

-9-

merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

18. No Special Employment Rights.
----------------------------

19. Other Employee Benefits.
-----------------------

20. Amendment of the Plan.
---------------------

(a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, except that if at any time the approval
of the shareholders of the Company is required as to such modification or
amendment under Section 422 of the Code or any successor provision with respect
to Incentive Stock Options, the Board of Directors may not effect such
modification or amendment without such approval.

(b) The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee or recipient of an award, affect his or
her rights under an option or award previously granted to him or her. With the
consent of the optionee or recipient of the award affected, the Board of
Directors may amend outstanding option agreements or awards in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding Incentive
Stock Options granted under the Plan to the extent necessary to qualify any or
all such options for such favorable federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422 of the Code.

-10-

21. Withholding.
-----------

(b) If the recipient of an award under the Plan elects, in accordance
with Section 83(b) of the Code, to recognize ordinary income in the year of
acquisition of any shares awarded under the Plan, the Company will require at
the time of such election an additional payment for withholding tax purposes
based on the difference, if any, between the purchase price of such shares and
the fair market value of such shares as of the date immediately preceding the
date of the award.

22. Cancellation and New Grant of Options, etc.
------------------------------------------

The Board of Directors shall have the authority to effect, at any time
and from time to time, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise price
per share which may be lower or higher than the exercise price per share of the
cancelled options or (ii) the amendment of the terms of any and all outstanding
options under the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of such
outstanding options.

23. Effective Date and Duration of the Plan.
---------------------------------------

-11-

Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 20) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option issued after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
and awards may be granted under the Plan at any time after the effective date
and before the date fixed for termination of the Plan.

24. Provision for Foreign Participants.
----------------------------------

The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.

Adopted by the Board of Directors on
March 13, 1997

-12-

APPENDIX C

Form of Proxy

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For Withhold
1. Election of William W. Helman as a Class I [ ] [ ]
---------------------------------- Director
MILLENNIUM PHARMACEUTICALS, INC.
----------------------------------
For Against Abstain
Please read the reverse side of the card. 2. Approval of an amendment to the Company's [ ] [ ] [ ]
1996 Equity Incentive Plan and of the
continuance of such Plan.

RECORD DATE SHARES: 3. Approval of the Company's 1997 Equity [ ] [ ] [ ]
Incentive Plan.

4. Ratification of the appointment of Ernst & [ ] [ ] [ ]
Young LLP as independent auditors of the
Company for 1997.

5. To transact such other business as may [ ] [ ] [ ]
properly come before the meeting or any
adjournment thereof.

A vote FOR the nominee for director and
FOR proposal numbers 2, 3, 4 and 5
is recommended by the Board of Directors

--------------
Please be sure to sign and date this Proxy. Date Mark box at right if an address change or comment has been [ ]
- ------------------------------------------------------------- noted on the reverse side of this card.

- -----Stockholder sign here-------------Co-owner sign here----

DETACH CARD DETACH CARD

MILLENNIUM PHARMACEUTICALS, INC.

Dear Stockholder:

Please take note of the important information enlosed with this Proxy. There are a number of issues related to the
management and operation of your Company that require your immediate attention and approval. These are discussed in
detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.

Please mark the boxes on this proxy card to indicate how your shares will be voted. Then sign the card, detach it and
return your proxy vote in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders to be held on May 21, 1997.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Millennium Pharmaceuticals, Inc.

MILLENNIUM PHARMACEUTICALS, INC.

Proxy Solicited by the Board of Directors

Annual Meeting of Stockholders - May 21, 1997

Those signing on the reverse side, revoking any prior proxies, hereby appoint Mark J. Levin, Steven H. Holtzman and Steven D.
Singer, or each or any of them, with full power of substitution, as proxies for those signing on the reverse side, to act and vote
at the 1997 Annual Meeting of Stockholders of Millennium Pharmaceuticals, Inc. and at any adjournments thereof upon all matters
referred to on the reverse side and described in the Proxy Statement for the Meeting and, in their discretion, upon any other
matters which may properly come before the Meeting or any adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder(s). If no other indication
is made, the proxies will vote FOR proposal numbers 1, 2, 3, 4 and 5.

---------------------------------------------------------------------------------------
- ---------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. ---------------------
---------------------------------------------------------------------------------------

Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign. If a corporation or partnership, this signature should be that of an authorized
officer who should state his or her title.

- ------------------------------------------------------------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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