Exhibit 99.2

                        Millennium Pharmaceuticals, Inc.


                         Terms of Incentive 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 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:

_______________________________________________________________________________

_______________________________________________________________________________

     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 (it being understood that the option must be
exercised within the period of one year following the date of death in order for
the option to qualify as an incentive stock option). 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 (it
being understood that the option must be exercised within the period of three
months following the date of cessation in order for the option to qualify as an
incentive stock option). 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. NONTRANSFERABILITY OF OPTION.

     This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

6. DISQUALIFYING DISPOSITION.

     If the Participant disposes of Shares acquired upon exercise of this option
within two years from the Grant Date or one year after such Shares were acquired
pursuant to exercise of this option, the Participant shall notify the Company in
writing of such disposition.

7. 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.