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GUARANTEE FOR LAURIE
ALLEN
This agreement is
made and entered into by and between ARIAD Gene Therapeutics, Inc.
a Delaware corporation (the “Company”) and Laurie A.
Allen, Esq. (“Allen”) as of September 11,
2008.
The
Company’s parent ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the “Parent”), and Allen have entered into
an employment agreement dated as of March 4, 2002, as amended
(the “Employment Agreement”).
The Parent, in its
capacity as the controlling stockholder of the Company, has at the
direction of the Merger Committee of the Parent’s Board of
Directors executed and delivered a written consent, dated
September 11, 2008, authorizing Allen to execute this
agreement on behalf of the Company.
NOW, THEREFORE, in
consideration of Allen’s valuable services to the Company and
for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company wishes to provide Allen with
certain assurances, as follows:
1. The Company
hereby undertakes the obligation to perform, in accordance with the
terms of the Employment Agreement, all of the Parent’s
obligations to Allen except insofar as the Parent acts in
compliance with the same.
2. The Company
further guarantees Allen the following:
(i) During
her employment by the Parent, Allen shall receive a base
salary
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