On August 28, 2009, our Board of Directors approved, and we entered into, separate Indemnity Agreements with each of our executive officers and directors. A copy of the form of Indemnity Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Indemnity Agreements incorporate the relevant provisions of the Delaware General Corporation Law and require us, among other things, to indemnify our executive officers and directors for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by each executive officer or director in any action or proceeding arising out of their services as one of our executive officers or directors, or to any of our subsidiaries or any other company or enterprise to which such person provides services at our request.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 28, 2009, we entered into Stock Option Cancellation Agreements with certain of our executive officers and directors, pursuant to which certain stock options previously granted to each such executive officer and director were cancelled in exchange for a nominal cash payment from us equal to $100 in the aggregate. The Stock Option Cancellation Agreements provided that, other than such nominal cash payment, each applicable executive officer or director had not received, and would not receive, any additional consideration in exchange for the cancellation of such stock options. Accordingly, while each such executive officer or director will be eligible to receive future equity grants pursuant to our regular compensation practices, no such executive officer or director will receive any future equity awards in exchange for the cancellation of such stock options. The executive officers and directors that entered into Stock Option Cancellation Agreements, and the aggregate number of shares underlying the stock options cancelled pursuant to such agreements, are as follows:

                                                                    Aggregate Number of Shares
          Name                           Title                  Underlying Cancelled Stock Options
Joseph A. Mollica, Ph.D.         Chairman of the Board                        30,000
Corinne H. Lyle                         Director                              12,000
W. Thomas Mitchell                      Director                              24,000
Richard F. Pops                         Director                              24,000
Wylie W. Vale, Ph.D.                    Director                              24,000
Stephen A. Sherwin, M.D.                Director                              24,000
Margaret Valeur-Jensen,        Executive Vice President,
J.D., Ph.D.                       General Counsel and
                                  Corporate Secretary                         63,094
                               President, Chief Executive                     65,000
Kevin C. Gorman, Ph.D.            Officer and Director
                                Vice President and Chief                      10,350
Timothy P. Coughlin                Financial Officer

A copy of the form of Stock Option Cancellation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.

               Number   Description
               99.1     Form of Indemnity Agreement
               99.2     Form of Stock Option Cancellation Agreement