Exhibit 99.2




                        Millennium Pharmaceuticals, Inc.


                       Terms of Nonstatutory Stock Option
                     GRANTED UNDER 2000 STOCK INCENTIVE PLAN

1. GRANT OF OPTION.

    This document sets forth terms of the grant by Millennium
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), on
________________ (the "Grant Date") to an employee of the Company (the
"Participant"), of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 2000 Stock Incentive Plan (the "Plan"), a
certain number of shares (the "Shares") of common stock, $.001 par value per
share, of the Company ("Common Stock") at $_____ per Share. Unless earlier
terminated, this option shall expire on ____________ (the "Final Exercise
Date"). The number of Shares subject to this option are set forth in the stock
plan administration records of the Company, and may be obtained or verified by
the Participant by contacting the Company's stock plan administrator.

    It is intended that the option referenced by this document shall not be
an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2. VESTING SCHEDULE.

    Subject to Section 3 below, this option will become exercisable
("vest") as follows:

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    The right of exercise shall be cumulative so that to the extent the
option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.

3. EXERCISE OF OPTION.

     (a) FORM OF EXERCISE. Each election to exercise this option shall be in
writing in the form attached to this document, signed by the Participant, and
received by the Company at its principal office, accompanied by payment in full
in the manner provided in the Plan. The Company expects to maintain an external
stock plan administration that may include a capability permitting the
Participant to exercise this option electronically. Use of this service is
subject to additional terms and conditions. The Participant may purchase less
than the number of Shares covered hereby, provided that no partial exercise of
this option may be for any fractional share.

     (b) CONTINUOUS RELATIONSHIP WITH THE COMPANY REQUIRED. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").

     (c) TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Participant ceases
to be an Eligible Participant for any reason, then the right to exercise this
option shall terminate three months after such cessation, or at the end of such
longer period as provided in paragraphs (d), (e) and (f) below, but in no event
after the Final Exercise Date. In this circumstance, this option shall be
exercisable only to the extent that the Participant was entitled to exercise
this option on the date of such cessation. The rights provided in this paragraph
are subject to the limitations provided in paragraph (g) below.

     (d) EXERCISE PERIOD UPON DISABILITY. If the Participant becomes disabled
(within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise
Date while he or she is an Eligible Participant, this option shall be
exercisable within the period of one year following the date of disability of
the Participant, but in no event after the Final Exercise Date. In this
circumstance, this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of his or her
disability. The rights provided in this paragraph are subject to the limitations
provided in paragraph (g) below.

     (e) EXERCISE PERIOD UPON DEATH. If the Participant dies prior to the Final
Exercise Date while he or she is an Eligible Participant, this option shall
become immediately exercisable in full and shall be exercisable within the
period of three years following the date of death of the Participant, but in no
event after the Final Exercise Date. The rights provided in this paragraph are
subject to the limitations provided in paragraph (g) below.

     (f) EXERCISE PERIOD UPON RETIREMENT. If the Participant retires prior to
the Final Exercise Date while he or she is an Eligible Participant, and such
Participant has, at the time of such retirement, served as an employee of the
Company for a period of ten years and has, at the time of cessation, reached the
age of fifty-five, then the right to exercise this option shall terminate three
years after such cessation, but in no event after the Final Exercise Date. In
this circumstance, this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.
The rights provided in this paragraph are subject to the limitations provided in
paragraph (g) below.

     (g) BREACH OF OBLIGATIONS; DISCHARGE FOR CAUSE. If the Participant, prior
to the Final Exercise Date, violates the non-competition or confidentiality
provisions of any employment, consulting or advisory contract, confidentiality
and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.

    If the Participant, prior to the Final Exercise Date, is discharged by
the Company for "cause" (as defined below), the right to exercise this option
shall terminate immediately upon the effective date of such discharge. "Cause"
shall mean willful misconduct by the Participant or willful failure by the
Participant to perform his or her responsibilities to the Company (including,
without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.

4. WITHHOLDING.

    No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.

5. TRANSFERABILITY OF OPTION.

    Except as otherwise provided in this Section, this option is not
transferable other than by will or the laws of descent and distribution, and
this option may be exercised, during the lifetime of the Participant, only by
the Participant. However, the Participant may transfer this option for no
consideration to or for the benefit of the Participant's Immediate Family
(including, without limitation, to a trust for the benefit of the Participant's
Immediate Family or to a partnership or limited liability company for one or
more members of the Participant's Immediate Family) and the transferee shall
remain subject to all the terms and conditions applicable to this option prior
to such transfer. The foregoing right to transfer this option shall apply to the
right to consent to amendments of the terms of this option. The term "Immediate
Family" shall mean the Participant's spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers and grandchildren (and, for this
purpose, shall also include the Participant.)

6. PROVISIONS OF THE PLAN.

    This option is subject to the provisions of the Plan, a copy of which
is furnished to the Participant with this document.