AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of                      , 2007, between Indevus Pharmaceuticals, Inc., a Delaware Corporation having a place of business at 33 Hayden Avenue, Lexington, Massachusetts 02421 (the “ Corporation ”) and Michael W. Rogers, an individual residing at                                          (the “ Executive ”).

WHEREAS, the Corporation and Executive entered into that certain Employment Agreement dated February 23, 1999 (the “ Original Employment Agreement ”);

WHEREAS, the Corporation and Executive desire to amend and restate the Original Employment Agreement pursuant to Section 10 thereof, all as hereinafter provided;

WHEREAS, the Executive, in his capacity as Executive Vice President and Chief Financial Officer of the Corporation, the stock of which is publicly traded, shall be deemed a “specified employee” as defined under Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“ Code ”); and

WHEREAS, this Agreement is intended to comply with Code Section 409A and the guidance thereunder, and shall be interpreted as operating in accordance therewith to the extent that there is any ambiguity as to the terms of the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Parties agree as follows:

1. EMPLOYMENT; DUTIES; REPORTING

(a) The Corporation engages and employs the Executive, and the Executive hereby accepts engagement and employment, as Executive Vice President and Chief Financial Officer, to direct, supervise and have responsibility for the financial, accounting and tax operations of the Corporation, including, but not limited to (i) directing and supervising the financial, accounting and tax departments of the Corporation, (ii) managing the other financial, accounting and tax personnel and resources of the Corporation; and (iii) performing such other services and duties as the Chief Executive Officer or the Board of Directors of the Corporation (the “ Board ”) shall determine.

(b) The Corporation will provide office facilities, secretarial, and clerical support consistent with customary practices of the Corporation. The Executive shall perform his duties hereunder from the Corporation’s executive offices in Massachusetts or such other locations as the Executive and Corporation may agree, provided, however, that the Executive acknowledges and agrees that the performance by the Executive of his duties hereunder may require significant domestic and international travel by the Executive.

(c) The Executive shall devote his best efforts and entire working time and attention to the proper discharge of his duties and responsibilities under this Agreement.

(d) During the Employment Term, the Executive shall be required to report to the Chief Operating Officer of the Corporation, and at any time such office does not exist, then to the Chief Executive Officer of the Corporation or such other officer as may be determined by the Board or a committee designated by the Board.

(e) Except upon the prior written consent of the Chief Executive Officer or the Board, during the Employment Term, the Executive will not: (i) accept any other employment; or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is competitive with, or that places him in a competing position to, the Corporation. Personal passive investments and personal business affairs not inconsistent with this Agreement, or teaching, writing or publicly speaking are permitted, so long as these activities do not interfere or conflict with the Executive’s duties hereunder.

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2. TERM

Subject to any earlier termination pursuant to Section 6, the Executive’s employment hereunder shall be for a term of three (3) years commencing on October 1, 2007 (the “ Effective Date ”) and continuing through the earlier of (a) the third anniversary of such date or (b) the date on which this Agreement is terminated in accordance with Section 6; provided, that unless terminated earlier in accordance with Section 6, this Agreement shall automatically renew for periods of one (1) year unless either the Executive or the Corporation gives written notice to the other not less than sixty (60) days prior to the date of any such anniversary of such party’s election not to extend the term of this Agreement. The initial three year term and any successive term shall hereinafter be referred to as the “ Employment Term .”

3. COMPENSATION

As compensation for the performance of his duties under this Agreement, the Executive shall be compensated as follows:

(a) Salary; Bonuses, Equity Awards :

The Corporation shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and such other amounts as may be required by law and any plans pursuant to which such compensation is generated or as agreed upon by the parties with respect to the compensation payable to the Executive pursuant to section 3(a) hereof.

(b)  Expenses . The Corporation shall reimburse the Executive for all normal, usual and necessary expenses incurred by the Executive in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation of appropriate vouchers or other proof of the Executive’s expenditures and otherwise in accordance with the expense reimbursement policies and procedures as may from time to time be adopted by the Board of Directors of the Corporation. Any reimbursements hereunder shall be paid to the Executive promptly in a lump sum in accordance with such expense reimbursement policies and procedures then in effect but in no event later than the March 15 of the calendar year next following the year in which the Executive incurred the reimbursable expense.

(c)  Benefits . The Executive shall have the right to participate in and to receive benefits from all present and future life, vacation, accident, disability, medical, pension, and savings plans and all similar benefits made available generally to executives of the Company. The amount and extent of benefits to which the Executive is entitled shall be governed by any applicable benefit plan, as it may be amended from time to time. The Executive shall receive no

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less than four (4) weeks paid vacation each year which shall accrue if not used in any year and be paid to Executive or carried forward to subsequent years consistent with Corporation policy. The Corporation shall also carry D&O Liability Insurance coverage for the benefit of its officers and directors including Executive.

(d)  Life Insurance . The Corporation shall make available to the Executive and his dependents, such medical, disability, life insurance and such other health benefits as the Corporation makes available to its senior officers and directors. The Executive’s life insurance coverage shall not be less than $1,000,000.

4. NON-COMPETITION

(a) The Executive understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and, unless such termination is by the Executive pursuant to 6(a)(iii) below and provided the Corporation is not in material default to Executive on any of its obligations under this Agreement, for a period of one (1) year from the date of termination of his employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business engaged in the development of commercialization of products directly competitive with products of the Corporation, including any subsidiary of the Corporation (a “Subsidiary”), including products under development by the Corporation or a Subsidiary within the geographic area of the Corporation’s business.

(b) During the term of this Agreement and for one (1) year thereafter, Executive shall not, directly or indirectly, without the prior written consent of the Corporation, solicit or induce any employee of the Corporation or any affiliate to leave the employ of the Corporation or any affiliate or hire for any purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within six months of the termination of said employee’s employment with the Corporation.

(c) During the term of this Agreement and for one (1) year thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Corporation:

(d) In the event that the Officer breaches any provisions of this Section 4 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 4, the Officer shall not urge as a defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any other remedies which may be available.

5. CONFIDENTIAL INFORMATION

(a) The Executive agrees that during the course of his employment or at any time after termination, he will not disclose or make accessible to any other person, the Corporation’s products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets, litigation information and other confidential and proprietary business information of the Corporation, any Subsidiary or any of its clients. The Executive agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Corporation’s facilities at any time during his employment by the Corporation, except as required in the Executive’s duties to the Corporation. The Executive agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

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(b) Except with prior written authorization by the Corporation, the Executive agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, any Subsidiary, its clients or any other party to whom the Corporation owes an obligation of confidence, at any time during or after his employment with the Corporation.

(c) The Executive hereby assigns to the Corporation all right, title and interest he may have or may acquire in all inventions (including patent rights) developed by the Executive during the term of this Agreement (“Inventions”) and agrees that all Inventions shall be the sole property of the Corporation and its assigns, and the Corporation and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. The Executive further agrees to assist the Corporation in every proper way (but at the Corporation’s expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries.

6. TERMINATION

(a) The term of this Agreement shall continue for the period set forth in Section 2 hereof unless sooner terminated upon the first to occur of the following events (the “Termination Date”):