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<title>Form 8-K
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<font face="Times New Roman, Times, Serif" size=5><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br></b></font>
<font face="Times New Roman, Times, Serif" size=2>Washington, DC 20549</font>
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<font face="Times New Roman, Times, Serif" size=5><b>FORM 8-K<br>
<br></b></font></p>
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<font face="Times New Roman, Times, Serif" size=5><b>CURRENT REPORT</b></font><br><font face="Times New Roman, Times, Serif" size=2><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<br></b></font></p>
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<font face="Times New Roman, Times, Serif" size=2>Date of Report&nbsp;&nbsp;(Date of earliest event reported):&nbsp;&nbsp;&nbsp;&nbsp;June 23, 2005</font><br></p>
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<font face="Times New Roman, Times, Serif" size=5><b>MILLENNIUM PHARMACEUTICALS, INC.</b></font><br><font face="Times New Roman, Times, Serif" size=2>(Exact name of registrant as specified in its charter)</font></p>
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<td width=33% align=center valign=top><font face="Times New Roman, Times, Serif" size=2><b>Delaware</b></font></td>
<td width=34% align=center valign=top><font face="Times New Roman, Times, Serif" size=2><b>0-28494</b></font></td>
<td width=33% align=center valign=top><font face="Times New Roman, Times, Serif" size=2><b>04-3177038</b></font></td>
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<td width=33% align=center valign=top><font face="Times New Roman, Times, Serif" size=2>(State or other jurisdiction<br>of incorporation)</font></td>
<td width=34% align=center valign=top><font face="Times New Roman, Times, Serif" size=2>(Commission file number)</font></td>
<td width=33% align=center valign=top><font face="Times New Roman, Times, Serif" size=2>(IRS&nbsp;Employer<br>Identification&nbsp;No.)</font></td>
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</table>


<p align=center><font face="Times New Roman, Times, Serif" size=2><b>40 Landsdowne Street<br>Cambridge, Massachusetts 02139</b><br>
(Address of principal executive offices)&nbsp;(zip code)</font></p>

<p align=center><font face="Times New Roman, Times, Serif" size=2><b>(617)&nbsp;&nbsp;679-7000<br></b>
(Registrant's telephone number, including area code)</font></p>

<p align=center><font face="Times New Roman, Times, Serif" size=2><b>Not applicable<br></b>
(Former name or former address if changed since last report)</font></p>

<p align=left><font face="Times New Roman, Times, Serif" size=2>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):</font></p>

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<td align=right valign=top width=3%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top width=1%><font face="Times New Roman, Times, Serif" size=2>&#144;</font></td>
<td align=right valign=top width=2%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=top width=94%><font face="Times New Roman, Times, Serif" size=2>Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</font></td>
</tr>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&#144;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></td>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&#144;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></td></tr>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&#144;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))</font></td></tr>
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<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=right valign=top><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td align=left valign=bottom><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
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<p align=left><font face="Times New Roman, Times, Serif" size=2><b>Item 1.01&nbsp;&nbsp;&nbsp;&nbsp;Entry into a Material Definitive Agreement.</b></font></p>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On June 23, 2005, Millennium
Pharmaceuticals, Inc. (the &#147;Company&#148;) and Deborah Dunsire,&nbsp;M.D. entered
into an employment offer letter under which Dr. Dunsire will serve as President and Chief
Executive Officer of the Company effective on or before August 1, 2005. Under the
agreement, the Company will pay Dr. Dunsire an annual base salary of $800,000 and she will
be eligible to participate in the Company&#146;s 2005 Success Sharing Bonus Program with a
target level of 80% of her annual salary. She will also receive a signing bonus of
$300,000 within two weeks of her first day of employment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company will grant Dr. Dunsire an
option to purchase 450,000 shares of the Company&#146;s common stock in three
installments, on the effective date of her employment, on August 31, 2005 and on September
30, 2005, with exercise prices equal to the fair market value on the dates of grant. The
option will vest over four years with one-fourth of the shares subject to the option
vesting on the first anniversary of her employment and one forty-eighth monthly
thereafter. The Company will also issue to her 200,000 shares of restricted stock of which
20% will vest on the second anniversary of her employment commencement date, 30% on the
third anniversary and 50% on the fourth anniversary. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If Dr. Dunsire dies while employed by
the Company, the option and this restricted stock will vest immediately and the option
will remain exercisable until the earlier of three years following death or ten years
after the date of grant. If Dr. Dunsire&#146;s employment with the Company is terminated
for any other reason other than for Justifiable Cause or voluntarily by her for Good
Reason (as those terms are defined in the employment offer letter), all options and other
equity awards that would have vested within one year following the termination, will
accelerate, immediately become fully vested and remain exercisable until the earlier of
one year from the termination date or ten years from the date of grant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As compensation relating to the value
of her unvested Novartis stock options and restricted stock, the Company will pay Dr.
Dunsire $1,000,000 within two weeks of the commencement of her employment and will issue
her 200,000 shares of restricted stock. This restricted stock will vest 20% on the second
anniversary of her employment commencement date, 30% on the third anniversary and 50% on
the fourth anniversary. In the event of Dr. Dunsire&#146;s death or disability while
employed by the Company or her termination by the Company for any other reason other than
for Justifiable Cause or voluntarily by her for Good Reason, any unvested shares of this
restricted stock will immediately vest. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company will credit $500,000 to a
tax-deferred account for Dr. Dunsire. She will become 40% vested in the account on the
fourth anniversary of her employment date and an additional 10% of the account will vest on each
anniversary thereafter. In the event of her termination of employment, the Company will
pay to her the vested portion of the account in ten annual installments, adjusted to
reflect the account&#146;s investment returns. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Other terms of the agreement include
reimbursement of certain expenses including a mortgage subsidy of $82,500 to be paid over
four years and other relocation expenses. </FONT></P>


<p align=center><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></p>
<hr noshade size=3>


<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The agreement includes severance and
change of control provisions. In the event Dr. Dunsire&#146;s employment is terminated by
the Company other than for Justifiable Cause or as a result of disability or by her for
Good Reason, then the Company will pay her a lump sum equal to one-half of her base salary
and a severance payment in periodic installments beginning six months after termination
for 18 months equal to a) a pro rata share of her target bonus for the year in which the
termination occurs, b) one and one-half of her then current base salary, and c) double her
then current target bonus. As noted above, all of her equity awards that would vest in the
one-year period following her termination will immediately vest in full and remain
exercisable for one year. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of a change of control,
if within one month prior to or twelve months after the change of control Dr.
Dunsire&#146;s employment with the Company or its successor is terminated other than for
Justifiable Cause or is terminated by her for Good Reason, all outstanding equity awards
will become immediately vested, the severance benefits described above will also apply,
and she will be eligible for an additional payment for tax gross-up. </FONT></P>


<p align=left><font face="Times New Roman, Times, Serif" size=2><b>Item 5.02&nbsp;&nbsp;&nbsp;&nbsp;Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
</b></font></p>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On June 23, 2005, Mark J. Levin
informed the Company that he will retire as Chairperson, President and Chief Executive
Officer of the Company. Deborah Dunsire,&nbsp;M.D., age 43, will succeed Mr. Levin as
President and Chief Executive Officer and Kenneth E. Weg, a current director of the
Company, will assume the office of non-executive Chairman. These changes will be effective
upon the date that Dr. Dunsire commences her employment with the Company on or before
August 1, 2005. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dr. Dunsire has approximately 17 years of pharmaceutical experience including
          commercial, operations, clinical and scientific functions. For the past five
          years, she has served as Senior Vice President and Head of North American
          Oncology Operations for Novartis Pharmaceuticals Corporation. At Novartis she was a designated member of
          the corporate executive group, and a member of the operating committee charged
          with defining, developing and assessing corporate strategy, operations and
          executive performance. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dr. Dunsire will be elected to serve as a Class I member of the Board of Directors
          of the Company on her employment date for a term beginning on that date through
          the date of the 2006 Annual Meeting of Stockholders when the Class I
          directors&#146; terms expire. She will not immediately be elected to any of the
          Board&#146;s standing committees. Mr. Levin will continue to serve as a member
          of the Board of Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A summary of the employment offer
letter entered into between Dr. Dunsire and the Company discussed above under Item 1.01 is
incorporated herein by reference.</FONT></P>



<p align=center><font face="Times New Roman, Times, Serif" size=2>2</font></p>
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<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><a name="sig">SIGNATURE</a></b></font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.</font></p>




<table border=0 cellpadding=0 cellspacing=0>
<tr valign=bottom>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td colspan=2><font face="Times New Roman, Times, Serif" size=2>MILLENNIUM PHARMACEUTICALS, INC.<br>(Registrant)<br><br></font></td>
</tr>
<tr valign=bottom>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date: June 29, 2005&nbsp;</font></td>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=4%><font face="Times New Roman, Times, Serif" size=2>By&nbsp;</font></td>
<td width=36% align=left><font face="Times New Roman, Times, Serif" size=2>/s/&nbsp;&nbsp;MARSHA H. FANUCCI</font></td>
</tr>
<tr valign=top>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=4%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=36% align=left><font face="Times New Roman, Times, Serif" size=2></font><hr noshade></td>
</tr>
<tr valign=top>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=4%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=36% align=left><font face="Times New Roman, Times, Serif" size=2>Marsha H. Fanucci</font></td>
</tr>
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<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=30%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=4%><font face="Times New Roman, Times, Serif" size=2>&nbsp;</font></td>
<td width=36% align=left><font face="Times New Roman, Times, Serif" size=2>Senior Vice President and Chief Financial Officer</font></td>
</tr>
</table>




<p align=center><font face="Times New Roman, Times, Serif" size=2>3</font></p>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report  (Date of earliest event reported):    June 23, 2005
MILLENNIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-28494
04-3177038
(State or other jurisdiction
of incorporation)
(Commission file number)
(IRS Employer
Identification No.)
40 Landsdowne Street
Cambridge, Massachusetts 02139
(Address of principal executive offices) (zip code)
(617)  679-7000
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01    Entry into a Material Definitive Agreement.
On June 23, 2005, Millennium
Pharmaceuticals, Inc. (the "Company") and Deborah Dunsire, M.D. entered
into an employment offer letter under which Dr. Dunsire will serve as President and Chief
Executive Officer of the Company effective on or before August 1, 2005. Under the
agreement, the Company will pay Dr. Dunsire an annual base salary of $800,000 and she will
be eligible to participate in the Company's 2005 Success Sharing Bonus Program with a
target level of 80% of her annual salary. She will also receive a signing bonus of
$300,000 within two weeks of her first day of employment.
The Company will grant Dr. Dunsire an
option to purchase 450,000 shares of the Company's common stock in three
installments, on the effective date of her employment, on August 31, 2005 and on September
30, 2005, with exercise prices equal to the fair market value on the dates of grant. The
option will vest over four years with one-fourth of the shares subject to the option
vesting on the first anniversary of her employment and one forty-eighth monthly
thereafter. The Company will also issue to her 200,000 shares of restricted stock of which
20% will vest on the second anniversary of her employment commencement date, 30% on the
third anniversary and 50% on the fourth anniversary.
If Dr. Dunsire dies while employed by
the Company, the option and this restricted stock will vest immediately and the option
will remain exercisable until the earlier of three years following death or ten years
after the date of grant. If Dr. Dunsire's employment with the Company is terminated
for any other reason other than for Justifiable Cause or voluntarily by her for Good
Reason (as those terms are defined in the employment offer letter), all options and other
equity awards that would have vested within one year following the termination, will
accelerate, immediately become fully vested and remain exercisable until the earlier of
one year from the termination date or ten years from the date of grant.
As compensation relating to the value
of her unvested Novartis stock options and restricted stock, the Company will pay Dr.
Dunsire $1,000,000 within two weeks of the commencement of her employment and will issue
her 200,000 shares of restricted stock. This restricted stock will vest 20% on the second
anniversary of her employment commencement date, 30% on the third anniversary and 50% on
the fourth anniversary. In the event of Dr. Dunsire's death or disability while
employed by the Company or her termination by the Company for any other reason other than
for Justifiable Cause or voluntarily by her for Good Reason, any unvested shares of this
restricted stock will immediately vest.
The Company will credit $500,000 to a
tax-deferred account for Dr. Dunsire. She will become 40% vested in the account on the
fourth anniversary of her employment date and an additional 10% of the account will vest on each
anniversary thereafter. In the event of her termination of employment, the Company will
pay to her the vested portion of the account in ten annual installments, adjusted to
reflect the account's investment returns.
Other terms of the agreement include
reimbursement of certain expenses including a mortgage subsidy of $82,500 to be paid over
four years and other relocation expenses.
The agreement includes severance and
change of control provisions. In the event Dr. Dunsire's employment is terminated by
the Company other than for Justifiable Cause or as a result of disability or by her for
Good Reason, then the Company will pay her a lump sum equal to one-half of her base salary
and a severance payment in periodic installments beginning six months after termination
for 18 months equal to a) a pro rata share of her target bonus for the year in which the
termination occurs, b) one and one-half of her then current base salary, and c) double her
then current target bonus. As noted above, all of her equity awards that would vest in the
one-year period following her termination will immediately vest in full and remain
exercisable for one year.
In the event of a change of control,
if within one month prior to or twelve months after the change of control Dr.
Dunsire's employment with the Company or its successor is terminated other than for
Justifiable Cause or is terminated by her for Good Reason, all outstanding equity awards
will become immediately vested, the severance benefits described above will also apply,
and she will be eligible for an additional payment for tax gross-up.
Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 23, 2005, Mark J. Levin
informed the Company that he will retire as Chairperson, President and Chief Executive
Officer of the Company. Deborah Dunsire, M.D., age 43, will succeed Mr. Levin as
President and Chief Executive Officer and Kenneth E. Weg, a current director of the
Company, will assume the office of non-executive Chairman. These changes will be effective
upon the date that Dr. Dunsire commences her employment with the Company on or before
August 1, 2005.
Dr. Dunsire has approximately 17 years of pharmaceutical experience including
          commercial, operations, clinical and scientific functions. For the past five
          years, she has served as Senior Vice President and Head of North American
          Oncology Operations for Novartis Pharmaceuticals Corporation. At Novartis she was a designated member of
          the corporate executive group, and a member of the operating committee charged
          with defining, developing and assessing corporate strategy, operations and
          executive performance.
Dr. Dunsire will be elected to serve as a Class I member of the Board of Directors
          of the Company on her employment date for a term beginning on that date through
          the date of the 2006 Annual Meeting of Stockholders when the Class I
          directors' terms expire. She will not immediately be elected to any of the
          Board's standing committees. Mr. Levin will continue to serve as a member
          of the Board of Directors.
A summary of the employment offer
letter entered into between Dr. Dunsire and the Company discussed above under Item 1.01 is
incorporated herein by reference.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MILLENNIUM PHARMACEUTICALS, INC.
(Registrant)
Date: June 29, 2005
By
/s/  MARSHA H. FANUCCI
Marsha H. Fanucci
Senior Vice President and Chief Financial Officer
3