Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 18, 2016

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARIAD PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)


Delaware		22-3106987
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

26 Landsdowne Street

Cambridge, Massachusetts 02139

(Address of Principal Executive Offices) (Zip Code)

STOCK OPTION AGREEMENTS

2016 PERFORMANCE SHARE AGREEMENT

(Full title of the plans)

Thomas J. DesRosier, Esq.

Executive Vice President, Chief Legal and Administrative Officer

ARIAD Pharmaceuticals, Inc.

26 Landsdowne Street

Cambridge, Massachusetts 02139-4234

(617) 494-0400

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

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

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per share⁽²⁾	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee
Common Stock, $.001 par value	1,500,000	$5.34	$8,010,000	$806.61
	550,000	$6.27	$3,448,500	$347.26
	240,000	$6.27	$1,504,800	$151.53
	2,290,000		$12,963,300	$1,305.40

(1)

Represents (a) 1,500,000 shares of common stock, par value $.001 per share (“Common Stock”), issuable upon exercise of a non-qualified stock option granted under a Stock Option Agreement to Paris Panayiotopoulos, the President and CEO of the Registrant, on January 13, 2016, (b) 550,000 shares of Common Stock issuable upon exercise of a non-qualified stock option to be granted under a Stock Option Agreement to Manmeet S. Soni, who has been appointed to become Executive Vice President, Chief Financial Officer and Treasurer of the Registrant on March 21, 2016, and (c) 240,000 shares of Common Stock, which is the maximum number of shares issuable upon settlement of a 2016 Performance Share Agreement for 150,000 shares of Common Stock to be granted to Mr. Soni, in each case as an employee inducement award in connection with the commencement of his employment with the Registrant pursuant to NASDAQ Listing Rule 5635(c)(4). The maximum number of shares which may be issued under the agreements is subject to adjustment in accordance with certain anti-dilution and other provisions of the agreements. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Calculated pursuant to Rule 457(c) and (h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low sale prices per share of the Common Stock on The NASDAQ Global Select Stock Market as of a date (March 15, 2016) within five business days prior to filing this Registration Statement.

EXPLANATORY NOTE:

This Registration Statement on Form S-8 is being filed by the Registrant to register (a) 1,500,000 shares of Common Stock issuable upon exercise of a non-qualified stock option granted under a Stock Option Agreement to Paris Panayiotopoulos, the President and CEO of the Registrant, on January 13, 2016, (b) 550,000 shares of Common Stock issuable upon exercise of a non-qualified stock option to be granted under a Stock Option Agreement to Manmeet S. Soni, who has been appointed to become Executive Vice President, Chief Financial Officer and Treasurer of the Registrant on March 21, 2016, and (c) 240,000 shares of Common Stock, which is the maximum number of shares issuable upon settlement of a 2016 Performance Share Agreement for 150,000 shares of Common Stock to be granted to Mr. Soni, in each case as an employee inducement award in connection with the commencement of his employment with the Registrant pursuant to NASDAQ Listing Rule 5635(c)(4).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference:

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-36172).

(b)

The Registrant’s Current Reports on Form 8-K filed on January 13, 2016, February 23, 2016, March 14, 2016 and March 18, 2016, in each case, other than Items 2.02 and 7.01 (File Nos. 001-36172); and

(c)

The description of the Common Stock contained in the Registrant’s Registration Statement on Form 10/A (File No. 000-21696) filed under the Exchange Act on June 25, 1993, including any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

The validity of the issuance of the shares of Common Stock registered under this Registration Statement has been passed upon for the Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and members of that firm and their families own an aggregate of approximately 5,000 shares of Common Stock of the Registrant.

Item 6.

Indemnification of Directors and Officers.

Our certificate of incorporation and bylaws, as currently in effect, provide that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of ARIAD Pharmaceuticals, Inc. or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our certificate of incorporation and bylaws also provide that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full after we receive a written claim for such indemnification, the certificate of incorporation and our bylaws authorize the claimant to bring an action against us and prescribe what constitutes a defense to such action.

We have also entered into indemnification agreements with our directors and officers. These agreements provide each indemnitee with more comprehensive indemnification and advancement rights than are provided by ARIAD in our certificate of incorporation and bylaws in certain circumstances and contain presumptions and procedures designed to ensure that the indemnification and advancement rights granted to each indemnitee in these agreements will be provided on a timely basis. Each agreement provides that our obligations under the agreement will continue during the time the indemnitee serves ARIAD and continues thereafter so long as the indemnitee is subject to any possible proceeding by reason of the indemnitee’s service to ARIAD.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article 7 of our certificate of incorporation eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

•

from any breach of the director’s duty of loyalty to us or our stockholders;

•

from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

under Section 174 of the Delaware General Corporation Law; and

•

from any transaction from which the director derived an improper personal benefit.

We carry insurance policies insuring our directors and officers against certain liabilities that they may incur in their capacity as directors and officers.

Any underwriting agreements that we may enter into will likely provide for the indemnification of us, our controlling persons, our directors and certain of our officers by the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

See the Exhibit Index on the page immediately following the signature pages to the Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 9.

Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any `deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts on March 18, 2016.


ARIAD PHARMACEUTICALS, INC.

By:		/s/ Paris Panayiotopoulos
		Paris Panayiotopoulos
		President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby severally constitutes and appoints Paris Panayiotopoulos and Thomas J. DesRosier, Esq., and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Paris Panayiotopoulos Paris Panayiotopoulos	President and Chief Executive Officer (Principal Executive Officer)	March 18, 2016

/s/ Edward M. Fitzgerald Edward M. Fitzgerald	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)	March 18, 2016

/s/ Alexander J. Denner Alexander J. Denner	Chairman of the Board of Directors	March 18, 2016

/s/ Jay R. LaMarche Jay R. LaMarche	Director	March 18, 2016

/s/ Athanase Lavidas, Ph.D. Athanase Lavidas, Ph.D.	Director	March 18, 2016

/s/ Anna Protopapas Anna Protopapas	Director	March 18, 2016

/s/ Massimo Radaelli, Ph.D. Massimo Radaelli, Ph.D.	Director	March 18, 2016



/s/ Norbert J. Riedel, Ph.D. Norbert J. Riedel, Ph.D.	Director	March 18, 2016

/s/ Sarah J. Schlesinger, M.D. Sarah J. Schlesinger, M.D.	Director	March 18, 2016

/s/ Wayne Wilson Wayne Wilson	Director	March 18, 2016

EXHIBIT INDEX


Exhibit Number		Description

4.1		Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc. (filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36172) filed with the Securities and Exchange Commission on January 13, 2016 and incorporated herein by reference).

4.2		Amended and Restated Bylaws of ARIAD Pharmaceuticals, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36172) filed with the Securities and Exchange Commission on May 1, 2014 and incorporated herein by reference).

4.3		Specimen common stock certificate of ARIAD Pharmaceuticals, Inc. (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36172) filed with the Securities and Exchange Commission on February 29, 2016 and incorporated herein by reference).

5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as to the legality of the shares being registered.

23.1		Consent of Deloitte & Touche LLP.

23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (filed with Exhibit 5.1).

24.1		Powers of Attorney (included on signature page).

99.1		Stock Option Agreement, dated January 13, 2016, between ARIAD Pharmaceuticals, Inc. and Paris Panayiotopoulos.

99.2		Form of Stock Option Agreement, between ARIAD Pharmaceuticals, Inc. and Manmeet S. Soni.

99.3		Form of 2016 Performance Share Agreement, between ARIAD Pharmaceuticals, Inc. and Manmeet S. Soni.

EXHIBIT 5.1

LOGO

One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

March 18, 2016

ARIAD Pharmaceuticals, Inc.

26 Landsdowne Street

Cambridge, Massachusetts 02139

Ladies and Gentlemen:

We have acted as legal counsel to ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,290,000 shares (the “Shares”) of the Company’s common stock, $.001 par value per share (“Common Stock”), consisting of (a) 1,500,000 shares of Common Stock issuable upon exercise of a non-qualified stock option granted under a Stock Option Agreement to Paris Panayiotopoulos, the President and CEO of the Registrant, on January 13, 2016, (b) 550,000 shares of Common Stock issuable upon exercise of a non-qualified stock option to be granted under a Stock Option Agreement to Manmeet S. Soni, who has been appointed to become Executive Vice President, Chief Financial Officer and Treasurer of the Registrant on March 21, 2016, and (c) 240,000 shares of Common Stock, which is the maximum number of shares issuable upon settlement of a 2016 Performance Share Agreement for 150,000 shares of Common Stock to be granted to Mr. Soni (collectively, the “Agreements”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Agreements.

Our opinion is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Agreements, will be validly issued, fully paid and non-assessable.

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of ARIAD Pharmaceuticals, Inc. and the effectiveness of ARIAD Pharmaceuticals Inc.’s internal control over financial reporting dated February 29, 2016, appearing in the Annual Report on Form 10-K of ARIAD Pharmaceuticals Inc. for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 18, 2016

Exhibit 99.1

STOCK OPTION AGREEMENT

GOVERNED BY THE TERMS, CONDITIONS AND LIMITATIONS OF

THE ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN

This Stock Option Agreement (this “Option Agreement”) certifies that the Board of Directors of ARIAD Pharmaceuticals, Inc. (the “Company”) has granted an option (the “Option”) to purchase shares of the Company’s common stock, $.001 par value per share (the “Shares”), that is governed by the terms, conditions and limitations of the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”), as follows:


Name of Participant:		Paris Panagiotopoulos
Number of Option Shares:		1,500,000 Shares
Type of Stock Option Grant:		Nonqualified
Date of Grant:		January 13, 2016
Exercise Price:		$5.34 per Share

The Option is granted to the Participant as an inducement to serve as the Company’s Chief Executive Officer and President, in accordance with NASDAQ Listing Rule 5635(c)(4). Although the Option is not granted under the 2014 Plan, it is subject to all the terms, conditions and limitations set forth in the 2014 Plan, which is incorporated herein by reference, and to the following additional terms specified by the Board of Directors of the Company as set forth below. Except as expressly set forth in this Option Agreement, in the event of any conflict between the terms of this Option Agreement and the terms of any individual employment agreement between the Participant and the Company or any of its subsidiaries (the “Employment Agreement”), the terms of the Employment Agreement shall govern. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the 2014 Plan.

The Option shall be exercisable as follows:


Scheduled Vesting Date	Portion Vesting on Such Date	Number of Option Shares Vesting on Such Date
January 13, 2017	1/4	375,000

The 6th day of each month beginning February 13, 2017 and ending January 13, 2020	1/48	31,250

Payment of the Exercise Price shall be made in accordance with Paragraph 7(d) of the 2014 Plan and shall include payment by means of a broker-assisted “cashless exercise” as set forth in Paragraph 7(d)(ii)(B) of the 2014 Plan and may include, at the discretion of the Company, payment by “net exercise” as set forth in Paragraph 7(d)(ii)(C) of the 2014 Plan.

The Option shall terminate ten years from the Date of Grant; provided, however, that in the event of a Termination of Service (as defined below) before exercise of the Option the following rules shall apply:

(i) If the Participant’s Termination of Service is for Cause (as defined in the Employment Agreement), no portion of the Option may be exercised, and the Option shall immediately expire upon such Termination of Service;

(ii) The Option may be exercised after the Participant’s Termination of Service only to the extent that the Option was vested as of the Termination of Service and did not expire upon such Termination of Service in accordance with clause (i) above;

(iii) If the Participant’s Termination of Service is the result of any reason other than (1) the Participant’s death or Disability (as defined in the Employment Agreement) or (2) for Cause (as defined in the Employment Agreement), then the Participant may exercise the vested portion of the Option within three months after such Termination of Service;

(iv) If the Participant’s Termination of Service is the result of the Participant’s death or Disability (as defined in the Employment Agreement), then the Participant may exercise the vested portion of the Option within 12 months after such Termination of Service; and

(v) After the Participant’s death, his or her beneficiary may exercise the Option only to the extent that the deceased Participant was entitled to exercise such Option as of the date of his death.

If the Committee determines, subsequent to the Participant’s Termination of Service but before exercise of the Option, that either before or after the Participant’s Termination of Service the Participant engaged in conduct that constitutes Cause (as defined in the Employment Agreement), then the Participant’s right to exercise the Option shall be forfeited immediately.

Notwithstanding the foregoing, in the event of a Termination of Service within the two-year period following a Change in Control (as defined in the Employment Agreement), the Participant’s right to exercise the Option shall be governed by the terms of the Employment Agreement, to the extent applicable.

“Termination of Service” means the date the Participant ceases to be an Eligible Person in any capacity. The Option shall not be affected by the change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant remains an Eligible Person. Unless the Committee or a Company policy provides otherwise, a leave of absence authorized by the Company or the Committee (including sick leave or military leave) from which return to service is not guaranteed by statute or contract shall be characterized as a Termination of Service if the Participant does not return to service within three months, in which case such Termination of Service shall be effective as of the first day that is more than three months after the beginning of such period of leave. If the ability to return to service upon the expiration of such leave is guaranteed by statute or contract, but the Participant does not so return, then the leave shall be characterized as a Termination of Service as of a date established by the Committee or Company policy. If an entity ceases to be an Affiliate and, as a result, the Participant does not continue as an Eligible Person in respect of the Company or another Affiliate, then a Termination of Service shall be deemed to have occurred with respect to the Participant after such giving effect to such Affiliate’s change in status.

The Option is not assignable or transferable, other than as provided in the 2014 Plan. In no event shall the Company be required to issue fractional shares. In accordance with Paragraph 14(c) of the 2014 Plan, the Company may in its sole discretion withhold in kind from the Shares otherwise deliverable to the Participant upon exercise of the Option the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in the Participant’s gross income.

This Option Agreement, together with the 2014 Plan, the Employment Agreement and any other written agreement between the Company and the Participant relevant to the subject matter hereof and executed contemporaneously herewith or hereafter, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof and no other statement, representation, warranty, covenant or agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Option Agreement.

In witness whereof, the Company has caused this Option Agreement to be executed by its duly authorized officers.


ARIAD PHARMACEUTICALS, INC.		PARTICIPANT

By:	/s/ Edward M. Fitzgerald	By:	/s/ Paris Panayiotopoulos
	Edward M. Fitzgerald		Paris Panayiotopoulos
	Executive Vice President, Chief Financial Officer		President and Chief Executive Officer

Exhibit 99.2

FORM OF

STOCK OPTION AGREEMENT

GOVERNED BY THE TERMS, CONDITIONS AND LIMITATIONS OF

THE ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN


Name of Participant:		Manmeet S. Soni
Number of Option Shares:		550,000 Shares
Type of Stock Option Grant:		Nonqualified
Date of Grant:		March 21, 2016
Exercise Price:		$ per Share

The Option is granted to the Participant as an inducement to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, in accordance with NASDAQ Listing Rule 5635(c)(4). Although the Option is not granted under the 2014 Plan, it is subject to all the terms, conditions and limitations set forth in the 2014 Plan, which is incorporated herein by reference, and to the following additional terms specified by the Board of Directors of the Company as set forth below. Except as expressly set forth in this Option Agreement, in the event of any conflict between the terms of this Option Agreement and the terms of any individual employment agreement between the Participant and the Company or any of its subsidiaries (the “Employment Agreement”), the terms of the Employment Agreement shall govern. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the 2014 Plan.

The Option shall be exercisable as follows:


Scheduled Vesting Date	Portion Vesting on Such Date	Number of Option Shares Vesting on Such Date
March 21, 2017	1/4	137,500

The 21^st day of each month beginning April 21, 2017 and ending March 21, 2020	1/48	11,458

On March 21, 2020	(fractional portion)	12

(v) After the Participant’s death, his or her beneficiary may exercise the Option only to the extent that the deceased Participant was entitled to exercise such Option as of the date of his death.

Notwithstanding the foregoing, in the event of a Termination of Service (i) during the term of the Employment Agreement without Cause (as defined in the Employment Agreement) or for specified other reasons in the Employment Agreement, or (ii) within the two-year period following or six (6) months prior to a Change in Control (as defined in the Employment Agreement), then, in each case, the Participant’s right to exercise the Option shall be governed by the terms of the Employment Agreement, to the extent applicable.

In witness whereof, the Company has caused this Option Agreement to be executed by its duly authorized officers as of the Grant Date.

Exhibit 99.3

FORM OF

2016 PERFORMANCE SHARE AGREEMENT

GOVERNED BY THE TERMS, CONDITIONS AND LIMITATIONS OF

THE ARIAD PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN

This Performance Share Agreement (this “Performance Share Agreement”) certifies that the Board of Directors of ARIAD Pharmaceuticals, Inc. (the “Company”) has granted the Participant the right to receive shares of common stock, $.001 par value per share (“Common Stock”), of the Company (the “Grant”), issuable as soon as administratively feasible following certification of achievement of the performance milestone set forth below by the Compensation Committee and in such amount of shares and subject to any additional vesting provisions set forth below, and governed by the terms, conditions and limitations of the ARIAD Pharmaceuticals, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”), as follows:


Name of Participant:		Manmeet S. Soni
Target Award Amount (“Target TSR Shares”):		150,000 shares
Grant Date:		March 21, 2016
Grant Price:		$.001 Per Share*

*Grant Price. The Grant Price has been deemed to have been paid by services rendered to the Company by the Participant.

The Grant is granted to the Participant as an inducement to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, in accordance with NASDAQ Listing Rule 5635(c)(4). Although the Grant is not granted under the 2014 Plan, it is subject to all the terms, conditions and limitations set forth in the 2014 Plan, which is incorporated herein by reference, and to the following additional terms specified by the Board of Directors of the Company as set forth below. Except as expressly set forth in this Performance Share Agreement, in the event of any conflict between the terms of this Performance Share Agreement and the terms of any individual employment agreement between the Participant and the Company or any of its subsidiaries (the “Employment Agreement”), the terms of the Employment Agreement shall govern. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the 2014 Plan.

Performance Milestone:

TSR Percentile Achievement determined as follows:¹

The number of Target TSR Shares shall be earned based upon the total shareholder return percentile achievement of the Company for the three year period beginning January 1, 2016 and ending December 31, 2018 as compared to the total shareholder return percentile achievement of the component companies of the NASDAQ Biotechnology Index set forth on Exhibit A hereto (the “Earned Shares”):

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If TSR Percentile Achievement is at least the 75^th percentile, then the number of shares earned shall equal 160% of the TSR Target Shares;

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If TSR Percentile Achievement is at least the 62^nd percentile but less than the 75^th percentile, then the number of shares earned shall equal 130% of the TSR Target Shares;

(Price End- Price Begin + Dividends)/Price Begin – with price determined as the average 30 calendar days prior to each measurement date.)

¹	(Price End- Price Begin + Dividends)/Price Begin – with price determined as the average 30 calendar days prior to each measurement date.)

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If TSR Percentile Achievement is at least the 50^th percentile but less than the 62^nd percentile, then the number of shares earned shall equal 100% of the TSR Target Shares;

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If TSR Percentile Achievement is at least the 38^th percentile but less than the 50^th percentile, then the number of shares earned shall equal 85% of the TSR Target Shares;

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If TSR Percentile Achievement is at least the 25^th percentile but less than the 38^th percentile, then the number of shares earned shall equal 50% of the TSR Target Shares; and

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If TSR Percentile Achievement is less than the 25^th percentile, none of the TSR Target Shares shall be earned.

Vesting:

The Earned Shares shall vest on the date of certification in the first quarter of 2019 by the Compensation Committee of achievement of the above Performance Milestone, provided that the individual remains employed by the Company on such date.

Notwithstanding the foregoing, in the event there occurs a Change in Control (as defined in the Employment Agreement) prior to December 31, 2018, the number of TSR Target Shares shall be deemed earned at the greater of (1) the actual TSR Percentile Achievement using the date of the closing of the Change in Control transaction to calculate the Price End, or (2) at 100% of the TSR Target Shares (regardless of whether the Performance Milestone has been or will be achieved), and the Earned Shares shall vest on the date of the Change in Control transaction.

Other Terms:

The Grant shall terminate in full on the date that a Participant is no longer employed by the Company prior to the date of the certification of the achievement of the Performance Milestone. On the date that the Performance Milestone is deemed achieved, the Grant shall remain outstanding only as to the number of TSR Target Shares deemed achieved. In addition if the Performance Milestone has not been achieved by March 31, 2019 this Grant shall terminate in full at the close of business on such date and no longer be in force or effect.

Tax Considerations. This award is intended to qualify as a “short-term deferral” exempt from Section 409A of the Internal Revenue Code of 1986, as amended. The Participant acknowledges and agrees that he/she is responsible for all federal, state and local taxes applicable to the Earned Shares when issued and will by the date requested by the Company deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum withholding tax due.

If the Participant does not provide the Company with the required cash payment in a timely manner as set forth above, then the Company shall receive payment of the statutory minimum tax withholding as follows:

(a) if the Company believes that a sale of Earned Shares can be made in compliance with applicable securities laws including, but not limited to, through entering into a Rule 10b5-1 trading plan at a time when the Participant is not in possession of material nonpublic information, then the Company shall receive payment in cash through a brokerage sale by the Participant of a sufficient number of the Earned Shares to cover the statutory minimum tax withholding obligation of the Company, after deduction of the broker’s commission, and which sale provides for remittance directly by the broker to the Company of the cash necessary in order for the Company to satisfy its statutory minimum tax withholding obligation; or

(b) if the Participant cannot sell any Earned Shares in accordance with (a) above, then the Company shall reduce the number of Earned Shares to be issued to the Participant in an amount equal to the statutory minimum withholding tax due and payable by the Company using the Fair Market Value as set forth in Section 2(o) of the 2014 Plan. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that in the event that the amount of withholding owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s bi-weekly pay.

The Grant is not assignable or transferable, other than as provided in the 2014 Plan. In no event shall the Company be required to issue fractional shares.

This Performance Share Agreement, together with the 2014 Plan, the Employment Agreement and any other written agreement between the Company and the Participant relevant to the subject matter hereof and executed contemporaneously herewith or hereafter, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof and no other statement, representation, warranty, covenant or agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Performance Share Agreement.

In witness whereof, the Company has caused this Performance Share Agreement to be executed by its duly authorized officer as of the Grant Date.