8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 1, 2008

ARIAD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-21696
(Commission
(File Number) 22-3106987
(I.R.S. Employer
Identification No.)

26 Landsdowne Street, Cambridge, Massachusetts
(Address of principal executive offices) 02139
(Zip Code)

Registrant’s telephone number, including area code: (617) 494-0400

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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
	ITEM 9.01     Financial Statements and Exhibits.
SIGNATURES
Ex-99.1 Letter, dated December 1, 2008, from the Resigning Directors.

ITEM 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
                        Compensatory Arrangement of Certain Officers.

(a) On December 1, 2008, Harvey J. Berger, M.D., Chairman and Chief Executive Officer of ARIAD Pharmaceuticals, Inc. (the “Company”), received a letter from four of the Company’s directors, Michael D. Kishbauch, Sandford D. Smith, Burton E. Sobel, M.D. and Elizabeth H.S. Wyatt (the “Resigning Directors”), indicating that they were resigning from the Company’s Board of Directors (the “Board”) effective immediately. At the time of their resignations, Mr. Kishbauch served on the Company’s Audit Committee; Mr. Smith served on the Company’s Nominating and Corporate Governance and Compensation Committees; Dr. Sobel served on the Company’s Compensation Committee; and Ms. Wyatt served on the Company’s Audit and Executive Committees. Their letter claims that their resignations were caused by disagreements between (i) the Resigning Directors and (ii) the remaining independent directors of the Board (the “Independent Directors”) and Dr. Berger (together with the Independent Directors, the “Continuing Directors”), with respect to events that have occurred during the past several months, including the ARIAD Gene Therapeutics, Inc. (“AGTI”) merger described in the Company’s Current Report on Form 8-K, filed on September 17, 2008 (the “AGTI Merger 8-K”), the replacement of the Company’s former general counsel, the assertion of appraisal rights by certain former AGTI minority stockholders, and certain changes in the Company’s board and committee structure at a meeting of the Board that took place on November 3, 2008. A copy of the letter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02(a).

     The Continuing Directors note that the duty of corporate management and a company’s board of directors is to act in a manner believed to be in the best interests of the company and its stockholders. However, the members of a board may not always be unanimous in their views of what actions would best serve the interests of the company and its stockholders. With respect to ARIAD, the Independent Directors uniformly believe that all of the Continuing Directors have acted at all times in what they understood to be in the best interests of the Company and its stockholders. The Continuing Directors strongly disagree with the statements contained in the letter from the Resigning Directors and view their letter as an attempt by the Resigning Directors to impugn the character and integrity of Dr. Berger, the Independent Directors and the Company. Furthermore, the Independent Directors believe that the comments and characterizations of Dr. Berger’s leadership, actions, behavior, motivations and dealings with the Resigning Directors are inflammatory and false, and contrary to one of the Company’s key corporate values — “mutual respect.”

     Regarding the specific matters raised in the Resigning Directors’ letter, the Continuing Directors believe that (i) the Company has taken the appropriate steps to implement the AGTI merger which was approved by the Board (including by the Resigning Directors but excluding Dr. Berger and Mr. Jay LaMarche who, as previously disclosed, appropriately abstained from the vote) in September 2008 and to resolve the assertion of appraisal rights by certain former AGTI minority stockholders, (ii) the Company has complied fully with all of the terms of the agreements between the Company and its former general counsel (including the agreements described in the AGTI Merger 8-K) and intends to honor all of its obligations under those agreements, despite the suggestion by the Resigning Directors that such obligations will not be met, and (iii) to the Continuing Directors’ knowledge, no agreement entered into by the Company has been breached.

     The Continuing Directors believe that the Company’s actions regarding these business matters are properly within the responsibility of the Company’s management, with oversight and guidance from the Board. The Continuing Directors fully support the actions taken by management with regard to these matters and do not concur with the positions taken by the Resigning Directors concerning the Company’s obligations under the agreements with its former general counsel. The Continuing Directors view the Resigning Directors’ positions as contrary to the best interests of the Company and its stockholders.

     All actions taken by the Board on November 3, 2008 occurred at a meeting that was duly called and held in accordance with the Company’s charter and by-laws and for which proper notice had been given to all directors, including the Resigning Directors. After due consideration, the Board appointed Dr. Athanase Lavidas as lead director, replacing Mr. Smith, in an effort to strengthen the leadership of the non-management directors and their ongoing interactions with management. Dr. Lavidas, who was proposed for this leadership position by the Independent Directors, has served as an independent director of the Company for over five years and is the chairman and chief executive officer of a global healthcare company founded almost 100 years ago. Finally, while the Company is disappointed by the manner in which the Resigning Directors chose to depart, the Continuing Directors believe that the appointment of Dr. Lavidas as the lead director and the resignations of the Resigning Directors will further the ability of the Board to serve the best interests of the Company and its stockholders as the Company seeks to implement its strategic business plan.

     The Independent Directors believe that Dr. Berger and other members of the Company’s management have at all times conducted themselves with the highest regard for integrity, good corporate governance and professional ethics, and they reiterate their strong, long-term support for Dr. Berger and the Company’s management team, especially during these challenging economic times. The Board further reiterates its commitment to fiduciary and ethical principles and will continue to serve the interests of the Company and its stockholders to the best of their abilities. The Board also intends to identify additional director candidates, as it believes that a diverse and sophisticated group of directors is critical to satisfying these objectives and executing the business strategy of the Company.

     The Board has appointed Mr. Jay LaMarche and Dr. Massimo Radaelli to serve with Mr. Wayne Wilson (Chair) on the Audit Committee; Mr. Wilson to serve with Dr. Athanase Lavidas (Chair) and Mr. LaMarche on the Nominating and Corporate Governance Committee; Dr. Lavidas to serve with Dr. Radaelli (Chair) on the Compensation Committee; and Dr. Lavidas and Mr. Wilson to serve with Dr. Berger (Chair) on the Executive Committee.

ITEM 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit
Number	Description
99.1	Letter, dated December 1, 2008, from the Resigning Directors.

SIGNATURES

     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.

ARIAD Pharmaceuticals, Inc.
By:	/s/ Edward M. Fitzgerald
	Edward M. Fitzgerald
	Senior Vice President, Chief Financial Officer

Date: December 5, 2008

EX-99.1

EXHIBIT 99.1

MICHAEL D. KISHBAUCH	SANDFORD D. SMITH
BURTON E. SOBEL, M.D.	ELIZABETH H.S. WYATT

December 1, 2008

Harvey J. Berger, M.D.
Chairman & Chief Executive Officer
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139

Re:     Resignation from the Board of Directors

Dear Harvey:

     We are writing to confirm our immediate resignations as four independent members of the board of directors (the “Board”) of ARIAD Pharmaceuticals, Inc. (“ARIAD”) due to our vigorous disagreements with you over fundamental matters of corporate policy, professional ethics and proper standards of corporate governance on behalf of all ARIAD stockholders.

     Throughout our Board tenure, we have understood that our primary role as independent directors has been to promote the success of ARIAD and to act in the best interests of all ARIAD stockholders. We worked diligently to ensure there would be a level playing field for all ARIAD stockholders as a result of the recent AGTI transaction, in which you and Jay LaMarche had a clear conflict of interest. Unfortunately, the recent completion of the AGTI merger transaction has obviously been the trigger for your grossly inappropriate behavior in your dealings with the four independent directors who approved the AGTI merger despite your unjustified objections.

     Our resignation is prompted by your self-interested, combative and obstructionist actions — particularly over the last month — involving implementation of the AGTI merger, the replacement of the Company’s general counsel, the mishandling of the AGTI appraisal litigation, your manipulative conduct prior to and at the November 3 meeting of the Board, the recomposition of the Board to allow your surrogates to control the Board’s decisions without regard to or even inviting our input, the removal of the vice chairman of the Board at a precipitously called meeting in which you knew we could not participate, your installation of a close personal family friend as lead director of the Board, and your determination to cause ARIAD to breach agreements approved by the Board over your opposition.

     The four of us have irreconcilable differences with you and the four other directors constituting the current Board majority on the foregoing matters, the present and future policies of ARIAD, and your tenure as Chairman and CEO of ARIAD. Accordingly, we are required to resign and publicly disclose our disagreements.

Harvey J. Berger, M.D.
December 1, 2008
Page 2

     The acts of unfair dealing against the four independent directors by you and the current Board majority have created a toxic environment within the company’s leadership ranks and inside the boardroom. Regrettably, you are now responsible for causing the departure of four more independent directors, as well as the prior departures of officers and other directors who were not full supporters of what we now recognize to be your personally motivated agenda for running ARIAD.

     We are disappointed that your recent actions have caused a split on the Board which causes the simultaneous departure of four independent directors. The resigning directors include the senior officer of a sizeable publicly traded biopharmaceutical company and former vice chairman of the Board who has served ARIAD since its inception, a long-serving director who was a nationally respected member of ARIAD’s scientific advisory board, a CEO of a publicly- traded biotech company, and the former head of technology transfer of a major pharmaceutical company. In our many decades of public company experience, we have never before witnessed the egregious misbehavior in which you have engaged during recent weeks. We cannot continue to serve on ARIAD’s Board under these circumstances.

     Our resignations are without prejudice to any of our rights (including indemnification, advancement, D&O insurance or exculpation) to which we may be entitled, by reason of the fact that we have been directors of ARIAD, under the ARIAD certificate of incorporation, the ARIAD bylaws, any applicable insurance policy, any agreement to that any of us is a party, or any applicable law.

     We depart with the recognition that the scientific personnel and programs at ARIAD are first-rate and we continue to hope that they will be commercially successful. We hope that this success ultimately comes with a commitment by the Board to strong ethics and good corporate governance in which the ARIAD stockholders’ best interests are paramount. It is the abrogation of these fundamental principles at ARIAD today that prompts these resignations.

	Sincerely,
/s/ Michael D. Kishbauch	/s/ Burton E. Sobel, M.D.
Michael D. Kishbauch	Burton E. Sobel, M.D.
/s/ Sandford D. Smith	/s/ Elizabeth H.S. Wyatt
Sandford D. Smith	Elizabeth H.S. Wyatt

cc: Raymond T. Keane, Esq., Vice President, General Counsel & Secretary