MILLENNIUM PHARMACEUTICALS INC, 424B2, 2000-10-06

MILLENNIUM PHARMACEUTICALS INC
424B2, 2000-10-06
PHARMACEUTICAL PREPARATIONS

Previous: INFOGRAMES INC, 8-K, EX-99.2, 2000-10-06

Next: MILLENNIUM PHARMACEUTICALS INC, 8-K, 2000-10-06

<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-42770

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 14, 2000.

11,000,000 Shares

[LOGO]
MILLENNIUM PHARMACEUTICALS, INC.

Common Stock
-----------

The common stock is listed on the Nasdaq National Market under the symbol
"MLNM". The last reported sale price of the common stock on the Nasdaq National
Market on October 5, 2000 was $64.94 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE S-2 OF THIS PROSPECTUS SUPPLEMENT TO
READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE COMMON STOCK.

--------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

--------------

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial price to public..................................... $64.00 $704,000,000
Underwriting discount....................................... $ 2.40 $ 26,400,000
Proceeds, before expenses, to Millennium.................... $61.60 $677,600,000
</TABLE>

To the extent that the underwriters sell more than 11,000,000 shares of
common stock, the underwriters have the option to purchase up to an additional
1,650,000 shares from Millennium at the initial price to public less the
underwriting discount.

--------------

The underwriters expect to deliver the shares against payment in New York,
New York on October 10, 2000.

--------------

JOINT LEAD MANAGERS AND JOINT BOOK-RUNNERS

GOLDMAN, SACHS & CO. MORGAN STANLEY DEAN WITTER
-----------

ROBERTSON STEPHENS CREDIT SUISSE FIRST BOSTON
-----------

Prospectus Supplement dated October 5, 2000.
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT

You should read this prospectus supplement along with the accompanying
prospectus carefully before you invest. Both documents contain important
information you should consider when making your investment decision. This
prospectus supplement contains information about the common stock offered hereby
and the prospectus contains information about our securities generally. This
prospectus supplement may add, update or change information in the prospectus.
You should rely only on the information provided in this prospectus supplement,
the accompanying prospectus or incorporated by reference in the accompanying
prospectus. We have not authorized anyone to provide you with different
information.
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY

THIS SUMMARY CONTAINS A GENERAL SUMMARY OF THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT. INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET
FORTH UNDER "RISK FACTORS" IN THIS PROSPECTUS SUPPLEMENT. UNLESS OTHERWISE
INDICATED, ALL INFORMATION IN THIS PROSPECTUS SUPPLEMENT ASSUMES THAT THE
UNDERWRITERS WILL NOT EXERCISE THEIR OVER-ALLOTMENT OPTION AND GIVES EFFECT TO
OUR TWO-FOR-ONE STOCK SPLIT IN THE FORM OF A STOCK DIVIDEND ON OCTOBER 4, 2000.

MILLENNIUM PHARMACEUTICALS, INC.

Our goal is to become the biopharmaceutical company of the future by
building on our broad scientific and technological capabilities and methods,
which we call our "technology platform," to develop breakthrough drugs and
predictive medicine products and services. We use many of the same elements of
our technology platform throughout our business, from the discovery of disease-
related genes, to the development of drugs to specifically address these
diseases, to the management of patients affected by these diseases. As a result,
we speak of our technological approach as being applicable from "gene to
patient." We have entered into research, development and commercialization
arrangements with major pharmaceutical and biotechnology companies relating to a
broad range of therapeutic and predictive medicine products and services. These
alliances provide us with the opportunity to receive royalties and profit
sharing, if we and our alliance partners are successful in developing and
commercializing products. In addition, these alliances provide substantial
funding for our research and development and the continued enhancement of our
technology platform.

We were incorporated in Delaware in 1993. Our principal executive offices
are located at 75 Sidney Street, Cambridge, MA 02139 and our telephone number is
(617) 679-7000. Unless the context otherwise requires, the terms "Millennium,"
"we," "us" and "our" refer to Millennium Pharmaceuticals, Inc. and its
subsidiaries.

THE OFFERING

<TABLE>
<S> <C>
Common stock offered...................... 11,000,000 shares
Common stock to be outstanding after the
offering................................ 209,661,648 shares
Use of proceeds........................... For working capital and other general corporate
purposes. See "Use of Proceeds."
Nasdaq National Market Symbol............. MLNM
</TABLE>

The above information regarding shares to be outstanding after the offering
excludes shares issuable upon exercise of our outstanding options and warrants
and conversion of our outstanding convertible notes.

S-1
<PAGE>
RISK FACTORS

IF YOU PURCHASE SHARES OF OUR COMMON STOCK, YOU WILL TAKE ON FINANCIAL RISK.
IN DECIDING WHETHER TO INVEST, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
FACTORS, THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS AND THE ADDITIONAL INFORMATION IN OUR OTHER REPORTS ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND IN OTHER DOCUMENTS
INCORPORATED BY REFERENCE IN THE ACCOMPANYING PROSPECTUS.

REGULATORY RISKS

WE HAVE NOT YET RECEIVED MARKETING APPROVAL FOR ANY PRODUCT OR SERVICE RESULTING
FROM OUR DEVELOPMENT EFFORTS AND MAY NOT BE ABLE TO OBTAIN ANY SUCH APPROVAL.

We have completed development of only one product candidate,
CAMPATH-Registered Trademark- monoclonal antibody, which we developed in our
partnership with ILEX Oncology, Inc. This partnership only recently applied to
the U.S. Food and Drug Administration for approval to market this product. It is
possible that the FDA will not grant this marketing approval. As of August 31,
2000, we and our alliance partners were conducting clinical trials of six
product candidates resulting from our research and development programs,
including additional clinical trials of CAMPATH-Registered Trademark- monoclonal
antibody, and preclinical testing of approximately ten product candidates
resulting from these programs.

All of the products that we are developing will require additional research
and development, extensive preclinical studies and clinical trials and
regulatory approval prior to any commercial sales. This process is lengthy,
often taking a number of years, and expensive. In some cases, the length of time
that it takes for us to achieve various regulatory approval milestones affects
the payments that we are eligible to receive under our strategic alliance
agreements.

We may need to successfully address a number of technological challenges in
order to complete development of our products. Moreover, these products may not
be effective in treating any disease or may prove to have undesirable or
unintended side effects, toxicities or other characteristics that may preclude
our obtaining regulatory approval or prevent or limit commercial use.

WE HAVE ONLY LIMITED EXPERIENCE IN REGULATORY AFFAIRS, AND SOME OF OUR PRODUCTS
MAY BE BASED ON NEW TECHNOLOGIES; THESE FACTORS MAY AFFECT OUR ABILITY OR THE
TIME WE REQUIRE TO OBTAIN NECESSARY REGULATORY APPROVALS.

We have only limited experience in filing and prosecuting applications
necessary to gain regulatory approvals which may affect our ability to obtain
these approvals. Moreover, certain of the products that are likely to result
from our research and development programs may be based on new technologies and
new therapeutic approaches that have not been extensively tested in humans. The
regulatory requirements governing these types of products may be more rigorous
than for conventional products. As a result, we may experience a longer
regulatory process in connection with any products that we develop based on
these new technologies or new therapeutic approaches.

RISKS RELATING TO OUR INDUSTRY, BUSINESS AND STRATEGY

BECAUSE DISCOVERING DRUGS BASED UPON GENOMICS IS NEW, IT IS POSSIBLE THAT THIS
DISCOVERY PROCESS WILL NOT RESULT IN COMMERCIAL PRODUCTS OR SERVICES.

The process of discovering drugs based upon genomics is new and evolving
rapidly. We focus our genomics research primarily on diseases that may be linked
to several or many genes working in combination. Both we and the general
scientific and medical communities have only a limited

S-2
<PAGE>
understanding relating to the role of genes and their products in these
diseases. To date, we have not commercialized any products or services, and we
may not be successful in doing so in the future. In addition, relatively few
products based on gene discoveries have been developed and commercialized by
others. Rapid technological development by us or others may result in compounds,
products or processes becoming obsolete before we recover our development
expenses.

OUR PLAN TO GROW THROUGH ACQUISITIONS OF OTHER COMPANIES WILL NOT BE SUCCESSFUL
IF WE ARE UNABLE TO INTEGRATE ACQUIRED COMPANIES WITH OUR OTHER OPERATIONS OR IF
THE TECHNOLOGY OR PERSONNEL OF ACQUIRED COMPANIES DO NOT MEET OUR EXPECTATIONS.

We completed our merger with LeukoSite, Inc. on December 22, 1999. In
addition, on July 27, 2000 we acquired the business of Cambridge Discovery
Chemistry Limited, a subsidiary of Oxford Molecular Group plc. We may not be
able to successfully integrate or profitably manage these businesses. In
addition, the combination of our business with these businesses may not achieve
revenues, net income or loss levels, efficiencies or synergies that justify the
merger. The combined company may experience slower rates of growth as compared
to the historical rates of growth of Millennium and these businesses
independently. We plan to make additional acquisitions in the future, which will
entail similar risks.

COMPETITION FOR SCIENTIFIC AND MANAGERIAL PERSONNEL IN OUR INDUSTRY IS INTENSE;
WE WILL NOT BE ABLE TO SUSTAIN OUR OPERATIONS AND GROW IF WE ARE NOT ABLE TO
ATTRACT AND RETAIN KEY PERSONNEL.

Our success substantially depends on the ability, experience and performance
of our senior management and other key personnel. If we lose one or more of the
members of our senior management or other key employees, our business and
operating results could be seriously harmed.

In addition, our future success will depend heavily on our ability to
continue to hire, train, retain and motivate additional skilled managerial and
scientific personnel. The pool of personnel with the skills that we require is
limited. Competition to hire from this limited pool is intense.

WE FACE SUBSTANTIAL COMPETITION, WHICH MAY RESULT IN OTHERS DISCOVERING,
DEVELOPING OR COMMERCIALIZING PRODUCTS AND SERVICES BEFORE OR MORE SUCCESSFULLY
THAN WE DO.

The fields of genomics, biotechnology and pharmaceuticals are highly
competitive. Many of our competitors are substantially larger than we are and
have substantially greater capital resources, research and development staffs
and facilities than we have. Furthermore, many of our competitors are more
experienced than we are in drug discovery, development and commercialization,
obtaining regulatory approvals and product manufacturing and marketing. As a
result, our competitors may identify genes associated with diseases or discover,
develop and commercialize products or services based on such genes before we do.
In addition, our competitors may discover, develop and commercialize products or
services which render non-competitive or obsolete the products or services that
we or our strategic alliance partners are seeking to develop and commercialize.

WE MAY NOT BE ABLE TO OBTAIN BIOLOGICAL MATERIAL, INCLUDING HUMAN AND ANIMAL DNA
SAMPLES, REQUIRED FOR OUR GENETIC STUDIES, WHICH COULD DELAY OR IMPEDE OUR DRUG
DISCOVERY EFFORTS.

Our gene identification strategy includes genetic studies of families and
populations prone to particular diseases. These studies require the collection
of large numbers of DNA samples from affected individuals, their families and
other suitable populations as well as animal models. The availability of DNA
samples and other biological material is important to our ability to discover
the genes responsible for human diseases through human genetic approaches and
other studies.

S-3
<PAGE>
Competition for these resources is intense. Access to suitable populations,
materials and samples could be limited by forces beyond our control, including
governmental actions. Some of our competitors may have obtained access to
significantly more family and population resources and biological materials than
we have obtained. As a result, we may not be able to obtain access to DNA
samples necessary to support our human gene discovery programs.

RISKS RELATING TO OUR FINANCIAL RESULTS AND STRUCTURE AND NEED FOR FINANCING

WE HAVE INCURRED SUBSTANTIAL LOSSES AND EXPECT TO CONTINUE TO INCUR LOSSES. WE
WILL NOT BE SUCCESSFUL UNLESS WE REVERSE THIS TREND.

We have incurred losses in four of the last six years and in the six months
ended June 30, 2000. We expect to continue to incur substantial operating losses
in future periods. To date, substantially all of our revenues have resulted from
payments from strategic alliance partners. We have not received any revenues
from the sale of products or clinical or diagnostic services.

We expect to increase our spending significantly as we continue to expand
our infrastructure, research and development programs and commercialization
activities. As a result, we will need to generate significant revenues to pay
these costs and achieve profitability. We cannot be certain whether or when we
will become profitable because of the significant uncertainties with respect to
our ability to generate revenues from the sale of products and services and from
existing and potential future strategic alliances.

OUR SUBSTANTIAL INDEBTEDNESS MAY ADVERSELY AFFECT OUR CASH FLOW AND OPERATIONS
AND BE DIFFICULT FOR US TO REPAY, WHICH COULD ADVERSELY AFFECT THE VALUE OF YOUR
INVESTMENT IN US.

We have substantial amounts of outstanding indebtedness, primarily
$124,907,000 of 5.50% convertible subordinated notes due January 15, 2007. We
also may obtain additional long-term debt and working capital lines of credit.
As a result of this indebtedness, we have substantial principal and interest
payment obligations. We may be unable to generate cash sufficient to pay the
principal of, interest on and other amounts due in respect of our indebtedness
when due.

Our substantial leverage could have significant negative consequences,
including:

- increasing our vulnerability to general adverse economic and industry
conditions;

- limiting our ability to obtain additional financing;

- requiring the dedication of a substantial portion of our cash from
operations to service our indebtedness, thereby reducing the amount of our
cash available for other purposes, including capital expenditures;

- limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we compete; and

- placing us at a possible competitive disadvantage vis-a-vis less leveraged
competitors and competitors that have better access to capital resources.

WE MAY NEED ADDITIONAL FINANCING, WHICH MAY BE DIFFICULT TO OBTAIN. OUR FAILURE
TO OBTAIN NECESSARY FINANCING OR DOING SO ON UNATTRACTIVE TERMS COULD ADVERSELY
AFFECT OUR DISCOVERY AND DEVELOPMENT PROGRAMS AND OTHER OPERATIONS.

We will require substantial funds to conduct research and development,
including preclinical testing and clinical trials of our potential products. We
will also require substantial funds to meet our obligations to our strategic
alliance partners and maximize the prospective benefits to us from these
alliances, manufacture and market any products and services that are approved
for commercial

S-4
<PAGE>
sale and meet our debt service obligations. Additional financing may not be
available when we need it or may not be available on terms that are favorable to
us.

If we are unable to obtain adequate funding on a timely basis, we may be
required to significantly curtail one or more of our discovery or development
programs. We could be required to seek funds through arrangements with
collaborative partners or others that may require us to relinquish rights to
certain of our technologies, product candidates or products which we would
otherwise pursue on our own.

RISKS RELATING TO STRATEGIC ALLIANCE PARTNERS

WE DEPEND SIGNIFICANTLY ON OUR STRATEGIC ALLIANCE PARTNERS TO DEVELOP AND
COMMERCIALIZE PRODUCTS AND SERVICES BASED ON OUR WORK. OUR BUSINESS MAY SUFFER
IF ANY OF OUR STRATEGIC ALLIANCE PARTNERS BREACHES ITS AGREEMENT OR FAILS TO
SUPPORT OR TERMINATES ITS ALLIANCE WITH US.

We conduct most of our discovery and development activities through
strategic alliances. The success of these programs depends heavily on the
efforts and activities of our strategic alliance partners. Each of our alliance
partners has significant discretion in determining the efforts and resources
that they will apply to the alliance. Our existing and any future alliances may
not be scientifically or commercially successful.

The risks that we face in connection with these alliances include:

- All of our strategic alliance agreements are subject to termination under
various circumstances, including, in many cases, on short notice without
cause.

- In our strategic alliance agreements, we generally agree not to conduct
specified types of research and development in the field that is the
subject of the alliance. These agreements may have the effect of limiting
the areas of research and development we may pursue, either alone or in
collaboration with third parties.

- Our alliance partners may develop and commercialize, either alone or with
others, products and services that are similar to or competitive with the
products and services that are the subject of the alliance with us.

- Our alliance partners may change the focus of their development and
commercialization efforts. Pharmaceutical and biotechnology companies
historically have re-evaluated their priorities following mergers and
consolidations, which have been common in recent years in these
industries.

- We will rely on our alliance partners to manufacture most products covered
by our alliances. For example, Becton Dickinson has the sole right to
develop, manufacture and commercialize our Melastatin-TM- gene detection
product. Therefore, we cannot control the timing of the introduction of
this product.

WE MAY NOT BE SUCCESSFUL IN ESTABLISHING ADDITIONAL STRATEGIC ALLIANCES, WHICH
COULD ADVERSELY AFFECT OUR ABILITY TO DEVELOP AND COMMERCIALIZE PRODUCTS AND
SERVICES.

An important element of our business strategy is entering into strategic
alliances for the development and commercialization of products and services
based on our discoveries. We face significant competition in seeking appropriate
alliance partners. Moreover, these alliance arrangements are complex to
negotiate and time-consuming to document. We may not be successful in our
efforts to establish additional strategic alliances or other alternative
arrangements. The terms of any additional strategic alliances or other
arrangements that we establish may not be favorable to us. Moreover, such
strategic alliances or other arrangements may not be successful.

S-5
<PAGE>
RISKS RELATING TO INTELLECTUAL PROPERTY

IF WE ARE UNABLE TO OBTAIN PATENT PROTECTION FOR OUR DISCOVERIES, THE VALUE OF
OUR TECHNOLOGY AND PRODUCTS WILL BE ADVERSELY AFFECTED. IF WE INFRINGE PATENT OR
OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, WE MAY NOT BE ABLE TO
DEVELOP AND COMMERCIALIZE OUR PRODUCTS AND SERVICES OR THE COST OF DOING SO MAY
INCREASE.

Our patent positions, and those of other pharmaceutical and biotechnology
companies, are generally uncertain and involve complex legal, scientific and
factual questions.

Our ability to develop and commercialize products and services depends in
significant part on our ability to:

- obtain patents;

- obtain licenses to the proprietary rights of others on commercially
reasonable terms;

- operate without infringing upon the proprietary rights of others;

- prevent others from infringing on our proprietary rights; and

- protect trade secrets.

THERE IS SIGNIFICANT UNCERTAINTY ABOUT THE VALIDITY AND PERMISSIBLE SCOPE OF
GENOMICS PATENTS IN OUR INDUSTRY, WHICH MAY MAKE IT DIFFICULT FOR US TO OBTAIN
PATENT PROTECTION FOR OUR DISCOVERIES.

The validity and permissible scope of patent claims in the pharmaceutical
and biotechnology fields, including the genomics field, involve important
unresolved legal principles and are the subject of public policy debate in the
United States and abroad. For example, there is significant uncertainty both in
the United States and abroad regarding the patentability of gene sequences in
the absence of functional data and the scope of patent protection available for
full-length genes and partial gene sequences. Moreover, certain groups have made
certain gene sequences available in publicly accessible databases. These and
other disclosures may adversely affect our ability to obtain patent protection
for gene sequences claimed by us in patent applications that we file subsequent
to such disclosures. There is also some uncertainty as to whether human clinical
data will be required for issuance of patents for human therapeutics. If such
data are required, our ability to obtain patent protection could be delayed or
otherwise adversely affected.

THIRD PARTIES MAY OWN OR CONTROL PATENTS OR PATENT APPLICATIONS AND REQUIRE US
TO SEEK LICENSES, WHICH COULD INCREASE OUR DEVELOPMENT AND COMMERCIALIZATION
COSTS, OR PREVENT US FROM DEVELOPING OR MARKETING OUR PRODUCTS OR SERVICES.

We may not have rights under some patents or patent applications related to
our proposed products, processes or services. Third parties may own or control
these patents and patent applications in the United States and abroad.
Therefore, in some cases, such as those described below, to develop,
manufacture, sell or import certain of our proposed products, processes or
services, we or our alliance partners may choose to seek, or be required to
seek, licenses under third party patents issued in the United States and abroad
or those that might issue from United States and foreign patent applications. In
such event, we would be required to pay license fees or royalties or both to the
licensor. If licenses are not available to us on acceptable terms, we or our
alliance partners may not be able to develop, manufacture, sell or import these
products, processes or services.

With respect to our product candidate LDP-01, we are aware of third party
patents and patent applications which relate to certain anti-CD18 antibodies and
their use in various methods of

S-6
<PAGE>
treatment including methods of reperfusion therapy and methods of treating focal
ischemic stroke. In addition, our LDP-01, LDP-02, and
CAMPATH-Registered Trademark- product candidates are humanized monoclonal
antibodies. We are aware of third party patents and patent applications which
relate to certain humanized or modified antibodies, products useful for making
humanized or modified antibodies, and processes for making and using humanized
or modified antibodies. We are also aware of third party patents and patent
applications relating to certain manufacturing processes, products thereof and
materials useful in such processes.

Our product candidates LDP-341 and LDP-519 are small molecule drug
candidates. With respect to LDP-341, we are aware of third party patents or
patent applications which relate to either intermediates or synthetic processes
used in the synthesis of this compound. Additionally, for the use of LDP-341 and
LDP-519 in the treatment of infarctions we are aware of the existence of a
potentially interfering patent application filed by one of our former
consultants.

WE MAY BECOME INVOLVED IN EXPENSIVE PATENT LITIGATION OR OTHER PROCEEDINGS,
WHICH COULD RESULT IN OUR INCURRING SUBSTANTIAL COSTS AND EXPENSES OR
SUBSTANTIAL LIABILITY FOR DAMAGES OR REQUIRE US TO STOP OUR DEVELOPMENT AND
COMMERCIALIZATION EFFORTS.

There has been substantial litigation and other proceedings regarding the
patent and other intellectual property rights in the pharmaceutical and
biotechnology industries. We may become a party to patent litigation or other
proceedings regarding intellectual property rights. For example, we believe that
we hold patent applications that cover genes that are also claimed in patent
applications filed by others. Interference proceedings before the United States
Patent and Trademark Office may be necessary to establish which party was the
first to invent these genes.

The cost to us of any patent litigation or other proceeding, even if
resolved in our favor, could be substantial. Some of our competitors may be able
to sustain the cost of such litigation or proceedings more effectively than we
can because of their substantially greater financial resources. If a patent
litigation or other proceeding is resolved against us, we or our alliance
partners may be enjoined from developing, manufacturing, selling or importing
our products, processes or services without a license from the other party and
we may be held liable for significant damages. We may not be able to obtain any
required license on commercially acceptable terms or at all.

Uncertainties resulting from the initiation and continuation of patent
litigation or other proceedings could have a material adverse effect on our
ability to compete in the marketplace. Patent litigation and other proceedings
may also absorb significant management time.

RISKS RELATING TO PRODUCT MANUFACTURING, MARKETING AND SALES

BECAUSE MANY OF THE PRODUCTS AND SERVICES THAT WE DEVELOP WILL BE BASED ON NEW
TECHNOLOGIES AND THERAPEUTIC APPROACHES, THE MARKET MAY NOT BE RECEPTIVE TO
THESE PRODUCTS AND SERVICES UPON THEIR INTRODUCTION.

The commercial success of our products and services that are approved for
marketing will depend upon their acceptance by the medical community and third
party payors as clinically useful, cost effective and safe. Many of the products
and services that we are developing are based upon new technologies or
therapeutic approaches. As a result, it may be more difficult for us to achieve
market acceptance of our products and services, particularly the first products
and services that we introduce to the market based on new technologies and
therapeutic approaches.

S-7
<PAGE>
BECAUSE WE HAVE NO SALES, MARKETING OR DISTRIBUTION EXPERIENCE AND CAPABILITIES,
WE WILL DEPEND ON THIRD PARTIES TO SUCCESSFULLY PERFORM THESE FUNCTIONS ON OUR
BEHALF OR WILL BE REQUIRED TO INCUR SIGNIFICANT COSTS AND DEVOTE SIGNIFICANT
EFFORTS TO DEVELOP THESE CAPABILITIES.

We have no sales, marketing or distribution experience and capabilities. We
plan to rely significantly on sales, marketing and distribution arrangements
with our strategic alliance partners and other third parties for the products
and services that we are developing. For example, our partnership that holds
CAMPATH-Registered Trademark- monoclonal antibody will rely solely upon Schering
AG and its U.S. affiliate, Berlex Laboratories, for the marketing, distribution
and sale of the CAMPATH-Registered Trademark- product throughout the world other
than the Far East. If in the future we elect to perform sales, marketing and
distribution functions ourselves, we would face a number of additional risks,
including the need to recruit experienced marketing and sales personnel.

BECAUSE WE HAVE LIMITED MANUFACTURING CAPABILITIES, WE WILL BE DEPENDENT ON
THIRD-PARTY MANUFACTURERS TO MANUFACTURE PRODUCTS FOR US OR WILL BE REQUIRED TO
INCUR SIGNIFICANT COSTS AND DEVOTE SIGNIFICANT EFFORTS TO ESTABLISH OUR OWN
MANUFACTURING FACILITIES AND CAPABILITIES.

We have limited manufacturing experience and no commercial scale
manufacturing capabilities. In order to continue to develop products and
services, apply for regulatory approvals and, ultimately, commercialize any
products and services, we will need to develop, contract for or otherwise
arrange for the necessary manufacturing capabilities.

We currently rely upon third parties to produce material for preclinical
testing purposes and expect to continue to do so in the future. We also expect
to rely upon other third parties, including our strategic alliance partners, to
produce materials required for clinical trials and for the commercial production
of certain of our products if we succeed in obtaining necessary regulatory
approvals. Our partnership with ILEX Oncology relies on Boehringer Ingelheim as
the sole source manufacturer of CAMPATH-Registered Trademark- monoclonal
antibody.

There are a limited number of manufacturers that operate under the FDA's
good manufacturing practices regulations capable of manufacturing for us. As a
result, we have experienced some difficulty finding manufacturers for our
products with adequate capacity for our anticipated future needs. If we are
unable to arrange for third party manufacturing of our products, or to do so on
commercially reasonable terms, we may not be able to complete development of our
products or market them.

Reliance on third party manufacturers entails risks to which we would not be
subject if we manufactured products ourselves, including reliance on the third
party for regulatory compliance and quality assurance, the possibility of breach
of the manufacturing agreement by the third party because of factors beyond our
control and the possibility of termination or nonrenewal of the agreement by the
third party, based on its own business priorities, at a time that is costly or
inconvenient for us.

We may in the future elect to manufacture certain of our products in our own
manufacturing facilities. We will require substantial additional funds and need
to recruit qualified personnel in order to build or lease and operate any
manufacturing facilities.

IF WE FAIL TO OBTAIN AN ADEQUATE LEVEL OF REIMBURSEMENT FOR OUR FUTURE PRODUCTS
OR SERVICES BY THIRD PARTY PAYORS, THERE MAY BE NO COMMERCIALLY VIABLE MARKETS
FOR OUR PRODUCTS OR SERVICES.

The availability and levels of reimbursement by governmental and other third
party payors affect the market for any pharmaceutical product or healthcare
service. These third party payors continually attempt to contain or reduce the
costs of healthcare by challenging the prices charged for medical products and
services. In certain foreign countries, particularly the countries of the

S-8
<PAGE>
European Union, the pricing of prescription pharmaceuticals is subject to
governmental control. We may not be able to sell our products and services
profitably if reimbursement is unavailable or limited in scope or amount.

In both the United States and certain foreign jurisdictions, there have been
a number of legislative and regulatory proposals to change the healthcare
system. Further proposals are likely. The potential for adoption of these
proposals affects or will affect our ability to raise capital, obtain additional
collaborative partners and market our products.

If we or our alliance partners obtain marketing approvals for our products
and services, we expect to experience pricing pressure due to the trend toward
managed health care, the increasing influence of health maintenance
organizations and additional legislative proposals.

ETHICAL, LEGAL AND SOCIAL ISSUES RELATED TO GENETIC TESTING MAY CAUSE OUR
DIAGNOSTIC PRODUCTS TO BE REJECTED BY CUSTOMERS OR PROHIBITED OR CURTAILED BY
GOVERNMENTAL AUTHORITIES.

Diagnostic tests that evaluate genetic predisposition to disease raise
issues regarding the use and confidentiality of the information provided by such
tests. Insurance carriers and employers might discriminate on the basis of such
information, resulting in a significant barrier to the acceptance of such tests
by customers. This type of discrimination could cause governmental authorities
to prohibit or limit the use of such tests.

RISKS RELATED TO THIS OFFERING

OUR STOCK PRICE MAY BE VOLATILE, WHICH COULD LEAD TO LOSSES BY INVESTORS.

Our stock may be subject to substantial price volatility, which may prevent
you from reselling our common stock at or above the price you paid in this
offering. The value of your investment could decline due to the effect of any of
the following factors upon the market price of our common stock:

- announcements of technological innovations or new commercial products by
us or our competitors;

- disclosure of results of clinical testing or regulatory proceedings;

- governmental regulation and approvals;

- developments in patent or other proprietary rights, including as a result
of any public policy concerns;

- public concerns as to the safety of products developed by us;

- our financial results; and

- general market conditions.

In addition, stock markets, particularly the Nasdaq National Market, have
experienced extreme price and volume fluctuations, and the market prices of
securities of technology companies, including biotechnology companies, have been
highly volatile. These fluctuations have often been unrelated to the operating
performance of these companies. Fluctuations such as these may affect the market
price of our common stock.

THE PROVISIONS OF OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD DELAY OR PREVENT
THE SALE OF OUR COMPANY AND DIMINISH THE VOTING RIGHTS OF THE HOLDERS OF OUR
COMMON STOCK.

There are provisions in our certificate of incorporation and by-laws that
make it more difficult for a third party to acquire, or attempt to acquire,
control of our company, even if a change in control

S-9
<PAGE>
would result in the purchase of your shares at a premium to the market price.
For example, our board of directors has the authority to issue up to 5,000,000
shares of preferred stock. The board of directors can fix the price, rights,
preferences, privileges, and restrictions of the preferred stock without any
further vote or action by our stockholders. The issuance of shares of preferred
stock may delay or prevent a change in control transaction. As a result, the
market price of our common stock and the voting and other rights of our
stockholders may be adversely affected. The issuance of preferred stock may
result in the loss of voting control to other stockholders.

Our charter documents contain other provisions that could have an
anti-takeover effect, including:

- only one of the three classes of directors is elected each year;

- stockholders have limited ability to remove directors;

- stockholders cannot take actions by written consent;

- stockholders cannot call a special meeting of stockholders; and

- stockholders must give advance notice to nominate directors or submit
proposals for consideration at stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which regulates corporate acquisitions.
These provisions could discourage potential acquisition proposals and could
delay or prevent a change in control transaction. They could also have the
effect of discouraging others from making tender offers for our common stock.
These provisions may also prevent changes in our management.

S-10
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus supplement and the documents incorporated by reference in
the accompanying prospectus contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
that involve risks and uncertainties, such as statements concerning:

- our growth and future operating results;

- the discovery and development of products;

- developments in our markets and strategic focus;

- new products;

- potential acquisitions and our integration of acquired businesses,
products and technologies;

- our strategic alliances;

- our intellectual property;

- our manufacturing, marketing, sales and distribution capabilities; and

- future economic, business and regulatory conditions.

We may, in some cases, use words such as "project," "believe," "anticipate,"
"plan," "expect," "estimate," "intend," "should," "would," "could," "will," or
"may," or other words that convey uncertainty of future events or outcomes to
identify these forward-looking statements. There are a number of important
factors that could cause actual results to differ materially from the results
anticipated by these forward-looking statements. These important factors include
those that we discuss in this prospectus supplement under the caption "Risk
Factors" and in the documents that we incorporate by reference in the
accompanying prospectus. You should read these factors and the other cautionary
statements made in this prospectus supplement, the accompanying prospectus and
in the documents we incorporate by reference in the accompanying prospectus as
being applicable to all related forward-looking statements wherever they appear
in this prospectus supplement, the accompanying prospectus and in the documents
incorporated by reference in the accompanying prospectus.

S-11
<PAGE>
USE OF PROCEEDS

We estimate that the net proceeds we will receive from this common stock
offering will be approximately $677,150,000, after deducting the underwriting
discount and estimated offering expenses. If the underwriters exercise their
over-allotment option to purchase additional shares of common stock in full, we
estimate that the net proceeds will be approximately $778,790,000. We intend to
use the net proceeds from this common stock offering for working capital and
other general corporate purposes, including:

- financing our growth;

- accelerating the expansion of our technology platform;

- developing our products, including conducting advanced preclinical testing
and human clinical trials;

- capital expenditures made in the ordinary course of business; and

- acquisitions of businesses, products and technologies that complement or
expand our business, including by sponsoring research and development by
third parties in exchange for rights to products or technologies.

We have no current plans, commitments or agreements with respect to any
acquisitions and may not make any acquisitions. Pending the intended use of the
net proceeds, we intend to invest the net proceeds in short term, investment
grade, interest-bearing securities.

S-12
<PAGE>
PRICE RANGE OF COMMON STOCK

Our common stock is traded on the Nasdaq National Market under the symbol
"MLNM." The following table reflects the range of the reported high and low
closing sale prices on the Nasdaq National Market for the periods indicated. All
price data have been adjusted to give effect to both our two-for-one stock split
effected in the form of a stock dividend on April 18, 2000 and our two-for-one
stock split effected in the form of a stock dividend on October 4, 2000.

<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
YEAR ENDING DECEMBER 31, 1998
First quarter............................................. $ 5.57 $ 4.44
Second quarter............................................ 4.75 4.54
Third quarter............................................. 4.68 2.65
Fourth quarter............................................ 6.47 3.69

YEAR ENDING DECEMBER 31, 1999
First quarter............................................. $ 9.54 $ 6.36
Second quarter............................................ 10.10 7.50
Third quarter............................................. 19.36 9.19
Fourth quarter............................................ 35.43 15.57

YEAR ENDING DECEMBER 31, 2000
First quarter............................................. $78.64 $29.12
Second quarter............................................ 72.10 26.19
Third quarter............................................. 78.49 48.13
Fourth quarter (through October 5)........................ 70.38 64.94
</TABLE>

On October 5, 2000, the closing price per share of our common stock was
$64.94, as reported on the Nasdaq National Market, and we had approximately 540
stockholders of record.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and we
anticipate that we will continue to retain any earnings for the foreseeable
future for use in the operation of our business and that we will not pay any
cash dividends in the foreseeable future.

S-13
<PAGE>
CAPITALIZATION

The following table sets forth, as of June 30, 2000:

- our actual capitalization;

- our capitalization on a pro forma basis to give effect to (1) the
conversion into common stock, after June 30, 2000, of $275,093,000 of
outstanding principal amount of our convertible notes, (2) our payment of
an aggregate of $49,332,000 in cash to the holders of such notes in
consideration of their elections to convert their notes and (3) the
reclassification of deferred financing costs of $6,889,000 related to
these notes to additional paid-in capital; and

- our capitalization on a pro forma as adjusted basis to give effect to the
matters described in the previous bullet point and the sale by us of the
11,000,000 shares of common stock we are offering by this prospectus
supplement, after deducting the underwriting discount and estimated
offering expenses payable by us.

The outstanding common stock information excludes shares of common stock
issuable upon the exercise of outstanding options and warrants and conversion of
outstanding convertible notes.

The following table has been adjusted to give effect to both a two-for-one
stock split effected in the form of a stock dividend on April 18, 2000 and a
two-for-one stock split effected in the form of a stock dividend on October 4,
2000.

This information should be read in conjunction with our consolidated
financial statements and the related notes that we have incorporated by
reference in the accompanying prospectus.

<TABLE>
<CAPTION>
JUNE 30, 2000
--------------------------------------
PRO PRO FORMA
ACTUAL FORMA AS ADJUSTED
---------- ---------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
Cash:
Cash, cash equivalents and marketable securities........ $ 644,750 $ 595,418 $ 1,272,568
========= ========= ===========
Long-term liabilities:
Capital lease obligations, net of current portion....... $ 28,053 $ 28,053 $ 28,053
5.5% Convertible Subordinated Notes due January 15,
2007.................................................. 400,000 124,907 124,907
--------- --------- -----------
Total long-term liabilities............................. 428,053 152,960 152,960
--------- --------- -----------
Stockholders' equity:
Preferred Stock, $0.001 par value; 5,000 shares
authorized, none issued or outstanding, actual, pro
forma and pro forma as adjusted....................... -- -- --
Common Stock, $0.001 par value; 500,000 shares
authorized; 187,352 shares issued and outstanding,
actual; 193,890 shares issued and outstanding, pro
forma; and 204,890 shares issued and outstanding, pro
forma as adjusted..................................... 187 194 205
Additional paid-in capital.............................. 943,505 1,211,702 1,888,841
Deferred compensation................................... (1,731) (1,731) (1,731)
Notes receivable from officers.......................... (523) (523) (523)
Accumulated other comprehensive loss.................... (1,146) (1,146) (1,146)
Accumulated deficit..................................... (509,801) (559,133) (559,133)
--------- --------- -----------
Total stockholders' equity.............................. 430,491 649,363 1,326,513
--------- --------- -----------
Total capitalization.................................... $ 858,544 $ 802,323 $ 1,479,473
========= ========= ===========
</TABLE>

S-14
<PAGE>
UNDERWRITING

We and the underwriters for the offering named below have entered into an
underwriting agreement with respect to the shares being offered. Subject to
certain conditions, each underwriter has severally agreed to purchase the number
of shares indicated in the following table.

<TABLE>
<CAPTION>
Underwriters Number of Shares
------------ ----------------
<S> <C>
Goldman, Sachs & Co...................................... 3,850,000
Morgan Stanley & Co. Incorporated........................ 3,850,000
Robertson Stephens, Inc.................................. 2,200,000
Credit Suisse First Boston Corporation................... 1,100,000
----------
Total.................................................. 11,000,000
==========
</TABLE>

If the underwriters sell more shares than the total set forth in the table
above, the underwriters have an option to buy up to an additional 1,650,000
shares from us to cover such sales. They may exercise that option for 30 days.
If any shares are purchased pursuant to this option, the underwriters will
severally purchase shares in approximately the same proportion as set forth in
the table above.

The following table shows the per share and total underwriting discounts to
be paid to the underwriters by us. Such amounts are shown assuming both no
exercise and full exercise of the underwriters' option to purchase additional
shares.

Paid By the Issuer

<TABLE>
<CAPTION>
No Exercise Full Exercise
------------ -------------
<S> <C> <C>
Per share...................................... $ 2.40 $ 2.40
Total........................................ $26,400,000 $30,360,000
</TABLE>

Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus
supplement. Any shares sold by the underwriters to securities dealers may be
sold at a discount of up to $1.44 per share from the initial price to public.
Any such securities dealers may resell any shares purchased from the
underwriters to certain other brokers or dealers at a discount of up to $.10 per
share from the initial price to public. If all the shares are not sold at the
initial price to public, the underwriters may change the offering price and the
other selling terms.

We and our directors and executive officers have agreed, for a period of
90 days from the date of this prospectus supplement, not to, without the prior
written consent of Goldman, Sachs & Co., dispose of or hedge any shares of
common stock, or any securities convertible into or exercisable for common
stock. However, Goldman, Sachs & Co. has agreed to permit us to issue, sell,
offer or agree to sell shares of our common stock or any securities that are
convertible into or exercisable for shares of our common stock within 90 days
after the date of this prospectus supplement under certain circumstances in
connection with mergers, acquisitions, other business combinations or strategic
alliances and pursuant to our existing equity incentive plans. Goldman, Sachs &
Co., in its sole discretion may release any of the securities subject to these
lock-up agreements at any time without notice.

The common stock is quoted on the Nasdaq National Market under the symbol
"MLNM".

In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the

S-15
<PAGE>
underwriters of a greater number of shares than they are required to purchase in
the offering. "Covered" short sales are sales made in an amount not greater than
the underwriters' option to purchase additional common stock from the issuer in
the offering. The underwriters may close out any covered short position by
either exercising their option to purchase additional common stock or purchasing
common stock in the open market. In determining the source of common stock to
close out the covered short position, the underwriters will consider, among
other things, the price of common stock available for purchase in the open
market as compared to the price at which they may purchase common stock through
the overallotment option. "Naked" short sales are any sales in excess of such
option. The underwriters must close out any naked short position by purchasing
common stock in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on
the price of the common stock in the open market after pricing that could
adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of common stock made by
the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the underwriters have repurchased common stock
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of our
common stock, and together with the imposition of a penalty bid, may stabilize,
maintain or otherwise affect the market price of our common stock. As a result,
the price of the common stock may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

We estimate that our total expenses of this offering, excluding the
underwriting discount, will be approximately $450,000.

We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Action of 1933.

The underwriters have, from time to time, performed, and may in the future
perform, certain investment banking and advisory services for us for which they
have received, and may receive, customary fees and expenses.

VALIDITY OF COMMON STOCK

The validity of the shares of common stock we are offering will be passed
upon for us by Hale and Dorr LLP, Boston, Massachusetts, and for the
underwriters by Sullivan & Cromwell, New York, New York.

S-16
<PAGE>
$1,000,000,000

MILLENNIUM PHARMACEUTICALS, INC.

Common Stock
Preferred Stock
Debt Securities
Warrants

---------------

We may from time to time issue up to $1,000,000,000 aggregate principal
amount of common stock, preferred stock, debt securities and/or warrants. We
will specify in the accompanying prospectus supplement the terms of the
securities. We may sell these securities to or through underwriters and also to
other purchasers or through agents. We will set forth the names of any
underwriters or agents in the accompanying prospectus supplement.

--------------------

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.

--------------------

This prospectus may not be used to consummate sales of securities unless it
is accompanied by a prospectus supplement.

--------------------

Prospectus dated August 14, 2000.
<PAGE>
TABLE OF CONTENTS

About this Prospectus....................................... 1
Millennium Pharmaceuticals, Inc............................. 1
Risk Factors................................................ 2
Special Note Regarding Forward-Looking Information.......... 2
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 3
The Securities We May Offer................................. 4
Description of Common Stock and Preferred Stock............. 5
Description of Debt Securities.............................. 9
Description of Warrants..................................... 14
Legal Ownership of Securities............................... 16
Plan of Distribution........................................ 20
Experts..................................................... 22
Validity of Securities...................................... 22
Where You Can Find More Information......................... 22
Incorporation of Certain Documents by Reference............. 23
</TABLE>
<PAGE>
ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $1,000,000,000. We have provided
to you in this prospectus a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. We may also add,
update or change in the prospectus supplement any of the information contained
in this prospectus. This prospectus, together with applicable prospectus
supplements, includes all material information relating to this offering.

MILLENNIUM PHARMACEUTICALS, INC.

We use many of the same elements of our technology platform throughout our
business, from the discovery of disease-related genes, to the development of
drugs to specifically address these diseases, to the management of patients
affected by these diseases. As a result, we speak of our technological approach
as being applicable from "gene to patient." We continually seek to expand our
technology platform in an effort to increase the speed of drug discovery and
development and improve the resulting drugs.

We have entered into research, development and commercialization
arrangements, which we call "strategic alliances," with major pharmaceutical and
biotechnology companies relating to a broad range of therapeutic and predictive
medicine products and services. These alliances provide us with the opportunity
to receive royalties and profit sharing, if we and our alliance partners are
successful in developing and commercializing products. In addition, these
alliances provide substantial funding for our research and development and the
continued enhancement of our technology platform.

We were incorporated in Delaware in 1993. Our principal executive offices
are located at 75 Sidney Street, Cambridge, MA 02139 and our telephone number is
(617) 679-7000. Our world wide web address is www.mlnm.com. We have not
incorporated by reference into this prospectus the information on our website,
and you should not consider it to be a part of this document. Our web site
address is included in this document as an inactive textual reference only.

The Millennium Pharmaceuticals name and logo and the names of products and
services offered by Millennium Pharmaceuticals are trademarks, registered
trademarks, service marks or registered service marks of Millennium
Pharmaceuticals. Unless the context otherwise requires, the terms "Millennium,"
"we," "us" and "our" refer to Millennium Pharmaceuticals, Inc. and its
subsidiaries.

1
<PAGE>
RISK FACTORS

Investing in our securities involves risk. Please see the risk factors
described in our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, which is incorporated by reference in this prospectus. Before making an
investment decision, you should carefully consider these risks as well as other
information we include or incorporate by reference in this prospectus. The risks
and uncertainties we have described are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus, any prospectus supplement, and the documents incorporated
by reference in this prospectus contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that involve risks and uncertainties, such as
statements concerning:

- our growth and future operating results;

- the discovery and development of products;

- developments in our markets and strategic focus;

- new products;

- potential acquisitions and our integration of acquired businesses,
products and technologies;

- our strategic alliances;

- our intellectual property;

- our manufacturing, marketing, sales and distribution capabilities; and

- future economic, business and regulatory conditions.

We may, in some cases, use words such as "project," "believe," "anticipate,"
"plan," "expect," "estimate," "intend," "should," "would," "will," "could" or
"may," or other words that convey uncertainty of future events or outcomes to
identify forward-looking statements. There are a number of important factors
that could cause our actual results to differ materially from the results
indicated by the forward-looking statements that we include or incorporate by
reference in this prospectus. These important factors include, among others, the
factors that we identify in the documents we incorporate by reference in this
prospectus. See "Risk Factors." You should read these factors and the other
cautionary statements that we make in this prospectus and in the documents we
incorporate by reference as being applicable to all related forward-looking
statements that we make in this prospectus and in the documents we incorporate
by reference.

2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES

We present below the ratio of our earnings to our fixed charges. Earnings
consist of net income (loss) from operations before minority interest plus fixed
charges. Fixed charges consist of interest expense and that portion of rental
expense we believe to be representative of interest and a deemed preferred
dividend in 1999 and the six months ended June 30, 2000. The amounts for the
year ended December 31, 1999 include a charge for in process research and
development for $350,503,000 recorded in connection with the merger with
LeukoSite, Inc. For the year ended December 31, 1999 and the six months ended
June 30, 2000, earnings include a deemed preferred stock dividend.

The pro forma amounts for the year ended December 31, 1999 give effect to
our merger with LeukoSite, Inc. as if it had occurred on January 1, 1999. The
pro forma amounts exclude a charge for in process research and development for
$350,503,000. Except for the year ended December 31, 1995, earnings are
inadequate to cover fixed charges.
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1994 1995 1996 1997 1998 1999
-------- -------- -------- -------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges..................... -- 1.51 -- -- -- --
======= ==== ======= ======== ======= =========
Coverage deficiency........... $(6,372) -- $(8,768) $(84,632) $(3,841) $(381,884)
======= ==== ======= ======== ======= =========

<CAPTION>
PRO FORMA SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
-------------- ------------------
1999 2000
-------------- ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Ratio of earnings to fixed
charges..................... -- --
========= =========
Coverage deficiency........... $(110,175) $(114,418)
========= =========
</TABLE>

USE OF PROCEEDS

Unless we otherwise indicate in the applicable prospectus supplement, we
currently intend to use the net proceeds from the sale of the securities for
working capital and other general corporate purposes, including:

- financing our growth;

- accelerating the expansion of our technology platform;

- developing our products, including conducting advanced preclinical testing
and human clinical trials;

- capital expenditures made in the ordinary course of business; and

We may set forth additional information on the use of net proceeds from the
sale of securities we offer under this prospectus in a prospectus supplement
relating to the specific offering.

3
<PAGE>
THE SECURITIES WE MAY OFFER

The descriptions of the securities contained in this prospectus, together
with the applicable prospectus supplements, summarize all the material terms and
provisions of the various types of securities that we may offer. We will
describe in the applicable prospectus supplement relating to any securities the
particular terms of the securities offered by that prospectus supplement. If we
indicate in the applicable prospectus supplement, the terms of the securities
may differ from the terms we have summarized below. We will also include in the
prospectus supplement information, where applicable, about material United
States federal income tax considerations relating to the securities, and the
securities exchange, if any, on which the securities will be listed.

We may sell from time to time, in one or more offerings:

- common stock;

- preferred stock;

- debt securities; and/or

- warrants to purchase any of the securities listed above.

In this prospectus, we will refer to the common stock, preferred stock, debt
securities and warrants collectively as "securities." The total dollar amount of
all securities that we may issue will not exceed $1,000,000,000.

If we issue debt securities at a discount from their original stated
principal amount, then, for purposes of calculating the total dollar amount of
all securities issued under this prospectus, we will treat the initial offering
price of the debt securities as the total original principal amount of the debt
securities.

This prospectus may not be used to consummate a sale of securities unless it
is accompanied by a prospectus supplement.

4
<PAGE>
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

The following description of our common stock and preferred stock, together
with the additional information we include in any applicable prospectus
supplements, summarizes the material terms and provisions of the common stock
and preferred stock that we may offer under this prospectus. For the complete
terms of our common stock and preferred stock, please refer to our charter and
bylaws that are incorporated by reference into the registration statement which
includes this prospectus. The General Corporation Law of Delaware may also
affect the terms of these securities. While the terms we have summarized below
will apply generally to any future common stock or preferred stock that we may
offer, we will describe the particular terms of any series of these securities
in more detail in the applicable prospectus supplement. If we indicate in a
prospectus supplement, the terms of any common stock or preferred stock we offer
under that prospectus supplement may differ from the terms we describe below.

Under our charter our authorized capital stock consists of 500,000,000
shares of common stock, $0.001 par value per share, and 5,000,000 shares of
preferred stock, $0.001 par value per share. As of June 30, 2000, we had
93,676,416 shares of common stock outstanding and no shares of preferred stock
outstanding. All outstanding shares of common stock are duly authorized, validly
issued, fully paid and nonassessable.

COMMON STOCK

VOTING. For all matters submitted to a vote of stockholders, each holder of
common stock is entitled to one vote for each share registered in his or her
name on our books. Our common stock does not have cumulative voting rights. As a
result, subject to the voting rights of any outstanding preferred stock, of
which there currently is none, persons who hold more than 50% of the outstanding
common stock entitled to elect members of our board of directors can elect all
of the directors who are up for election in a particular year.

DIVIDENDS. If our board of directors declares a dividend, holders of common
stock will receive payments from our funds that are legally available to pay
dividends. However, this dividend right is subject to any preferential dividend
rights we may grant to the persons who hold preferred stock, if any is
outstanding.

LIQUIDATION AND DISSOLUTION. If we are liquidated or dissolve, the holders
of our common stock will be entitled to share ratably in all the assets that
remain after we pay our liabilities and any amounts we may owe to the persons
who hold preferred stock, if any is outstanding.

OTHER RIGHTS AND RESTRICTIONS. Holders of our common stock do not have
preemptive rights, and they have no right to convert their common stock into any
other securities. Our common stock is not subject to redemption by us. The
rights, preferences and privileges of common stockholders are subject to the
rights of the stockholders of any series of preferred stock which we may
designate in the future. Our charter and bylaws do not restrict the ability of a
holder of common stock to transfer his or her shares of common stock. When we
issue shares of common stock under this prospectus, the shares will be fully
paid and non-assessable and will not have, or be subject to, any preemptive or
similar rights.

LISTING. Our common stock is listed on the Nasdaq National Market.

TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for our
common stock is Boston EquiServe, L.P.

5
<PAGE>
PREFERRED STOCK

GENERAL. Our charter authorizes our board of directors to issue preferred
stock in one or more series and to determine the voting rights, dividend rights,
liquidation preferences, conversion rights, redemption rights, including sinking
fund provisions and redemption prices, and other terms and rights of each series
of preferred stock. We will fix the rights, preferences, privileges and
restrictions of the preferred stock of each series in the certificate of
designation relating to that series. We will incorporate by reference as an
exhibit to the registration statement which includes this prospectus the form of
any certificate of designation which describes the terms of the series of
preferred stock we are offering before the issuance of the related series of
preferred stock. This description will include:

- the title and stated value;

- the number of shares we are offering;

- the liquidation preference per share;

- the purchase price;

- the dividend rate, period and payment date, and method of calculation for
dividends;

- whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;

- the procedures for any auction and remarketing, if any;

- the provisions for a sinking fund, if any;

- the provisions for redemption or repurchase, if applicable, and any
restrictions on our ability to exercise those redemption and repurchase
rights;

- any listing of the preferred stock on any securities exchange or market;

- whether the preferred stock will be convertible into our common stock,
and, if applicable, the conversion price, or how it will be calculated,
and the conversion period;

- whether the preferred stock will be exchangeable into debt securities,
and, if applicable, the exchange price, or how it will be calculated, and
the exchange period;

- voting rights, if any, of the preferred stock;

- preemption rights, if any;

- restrictions on transfer, sale or other assignment, if any;

- whether interests in the preferred stock will be represented by depositary
shares;

- a discussion of any material or special United States federal income tax
considerations applicable to the preferred stock;

- the relative ranking and preferences of the preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our affairs;

- any limitations on issuance of any class or series of preferred stock
ranking senior to or on a parity with the series of preferred stock as to
dividend rights and rights if we liquidate, dissolve or wind up our
affairs; and

- any other specific terms, preferences, rights or limitations of, or
restrictions on, the preferred stock.

6
<PAGE>
When we issue shares of preferred stock under this prospectus, the shares
will be fully paid and nonassessable and will not have, or be subject to, any
preemptive or similar rights.

VOTING RIGHTS. The General Corporation Law of Delaware provides that the
holders of preferred stock will have the right to vote separately as a class on
any proposal involving fundamental changes in the rights of holders of that
preferred stock. This right is in addition to any voting rights that may be
provided for in the applicable certificate of designation.

OTHER. The preferred stock could have other rights, including economic
rights senior to our common stock, so that the issuance of the preferred stock
could adversely affect the market value of our common stock. The issuance of the
preferred stock may also have the effect of delaying, deferring or preventing a
change in control of us without any action by the stockholders.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

We have shares of common stock and preferred stock available for future
issuance without stockholder approval. We may utilize these additional shares
for a variety of corporate purposes, including future public offerings to raise
additional capital, facilitating corporate acquisitions or paying a dividend on
the capital stock.

The existence of unissued and unreserved common stock and preferred stock
may enable our board of directors to issue shares to persons friendly to current
management or to issue preferred stock with terms that could render more
difficult or discourage a third party attempt to obtain control of us by means
of a merger, tender offer, proxy contest or otherwise, thereby protecting the
continuity of our management. In addition, if we issue preferred stock, the
issuance could adversely affect the voting power of holders of common stock and
the likelihood that such holders will receive dividend payments and payments
upon liquidation.

DELAWARE LAW AND CHARTER AND BYLAW PROVISIONS

BUSINESS COMBINATIONS. We are subject to the provisions of Section 203 of
the General Corporation Law of Delaware. Section 203 prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to specified
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock.

STAGGERED BOARD. Our charter provides for the division of our board of
directors into three classes as nearly equal in size as possible with staggered
three-year terms. In addition, our charter provides that directors may be
removed only for cause by the affirmative vote of the holders of two-thirds of
the shares of our capital stock entitled to vote. Under our charter, any vacancy
on the board of directors, however occurring, including a vacancy resulting from
an enlargement of the board, may only be filled by vote of a majority of the
directors then in office. The classification of our board of directors and the
limitations on the removal of directors and filling of vacancies could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, control of us.

SUPERMAJORITY VOTES REQUIRED. The General Corporation Law of Delaware
provides generally that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's charter or
bylaws, unless a corporation's charter or bylaws, as the case may be, requires a
greater percentage. Our charter and bylaws require the affirmative vote of the
holders

7
<PAGE>
of at least 75% of the shares of our capital stock issued and outstanding and
entitled to vote to amend or repeal any of the provisions described in the prior
paragraph.

LIMITATION OF LIABILITY; INDEMNIFICATION. Our charter contains provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in circumstances
involving wrongful acts, such as the breach of a director's duty of loyalty or
acts or omissions which involve intentional misconduct or a knowing violation of
law. The limitation of liability described above does not alter the liability of
our directors and officers under federal securities laws. Furthermore, our
charter contains provisions to indemnify our directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware. These
provisions do not limit or eliminate our right or the right of any shareholder
of ours to seek non-monetary relief, such as an injunction or rescission in the
event of a breach by a director or an officer of his duty of care to us. We
believe that these provisions will assist us in attracting and retaining
qualified individuals to serve as directors.

STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. Our charter provides
that stockholders may take action only at a duly called annual or special
meeting of stockholders and may not take action by written consent. Our charter
further provides that special meetings of our stockholders may be called only by
the chairman of the board of directors, by a majority of the board of directors
or by our chief executive officer, and in no event may the stockholders call a
special meeting.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must meet specified
procedural requirements. The bylaws also include a similar requirement for
making nominations for directors. These provisions may preclude stockholders
from bringing matters before an annual meeting of stockholders or from making
nominations for directors at an annual or special meeting of stockholders.

8
<PAGE>
DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the debt securities that we may offer under this prospectus.
While the terms we have summarized below will apply generally to any future debt
securities we may offer, we will describe the particular terms of any debt
securities that we may offer in more detail in the applicable prospectus
supplement. If we indicate in a prospectus supplement, the terms of any debt
securities we offer under that prospectus supplement may differ from the terms
we describe below.

We will issue the senior notes under the senior indenture which we will
enter into with a trustee to be named in the senior indenture. We will issue the
subordinated notes under the subordinated indenture which we will enter into
with a trustee to be named in the subordinated indenture. We have filed forms of
these documents as exhibits to the registration statement which includes this
prospectus. We use the term "indentures" to refer to both the senior indenture
and the subordinated indenture. The indentures will be qualified under the Trust
Indenture Act. We use the term "debenture trustee" to refer to either the senior
trustee or the subordinated trustee, as applicable.

The following summaries of material provisions of the senior notes, the
subordinated notes and the indentures are subject to, and qualified in their
entirety by reference to, all the provisions of the indenture applicable to a
particular series of debt securities. Except as we may otherwise indicate, the
terms of the senior indenture and the subordinated indenture are identical.

We conduct some of our operations through our subsidiaries. Our rights and
the rights of our creditors, including holders of debt securities, to the assets
of any subsidiary of ours upon that subsidiary's liquidation or reorganization
or otherwise would be subject to the prior claims of that subsidiary's
creditors, except to the extent that we may be a creditor with recognized claims
against the subsidiary. Our subsidiaries' creditors would include trade
creditors, debt holders, secured creditors and taxing authorities. Except as we
may provide in a prospectus supplement, neither the debt securities nor the
indentures restrict us or any of our subsidiaries from incurring indebtedness.

GENERAL

We will describe in each prospectus supplement the following terms relating
to a series of notes:

- the title;

- any limit on the amount that may be issued;

- whether or not we will issue the series of notes in global form, the terms
and who the depository will be;

- the maturity date;

- the annual interest rate, which may be fixed or variable, or the method
for determining the rate and the date interest will begin to accrue, the
dates interest will be payable and the regular record dates for interest
payment dates or the method for determining such dates;

- whether or not the notes will be secured or unsecured, and the terms of
any secured debt;

- the terms of the subordination of any series of subordinated debt;

- the place where payments will be payable;

- our right, if any, to defer payment of interest and the maximum length of
any such deferral period;

9
<PAGE>
- the date, if any, after which, and the price at which, we may, at our
option, redeem the series of notes pursuant to any optional redemption
provisions;

- the date, if any, on which, and the price at which we are obligated,
pursuant to any mandatory sinking fund provisions or otherwise, to redeem,
or at the holder's option to purchase, the series of notes;

- whether the indenture will restrict our ability to pay dividends, or will
require us to maintain any asset ratios or reserves;

- whether we will be restricted from incurring any additional indebtedness;

- a discussion on any material or special United States federal income tax
considerations applicable to the notes;

- the denominations in which we will issue the series of notes, if other
than denominations of $1,000 and any integral multiple thereof; and

- any other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities.

CONVERSION OR EXCHANGE RIGHTS

We will set forth in the prospectus supplement the terms on which a series
of notes may be convertible into or exchangeable for common stock or other
securities of ours. We will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may
include provisions pursuant to which the number of shares of common stock or
other securities of ours that the holders of the series of notes receive would
be subject to adjustment.

CONSOLIDATION, MERGER OR SALE

The indentures do not contain any covenant which restricts our ability to
merge or consolidate, or sell, convey, transfer or otherwise dispose of all or
substantially all of our assets. However, any successor to or acquirer of such
assets must assume all of our obligations under the indentures or the notes, as
appropriate.

EVENTS OF DEFAULT UNDER THE INDENTURE

The following are events of default under the indentures with respect to any
series of notes that we may issue:

- if we fail to pay interest when due and our failure continues for 90 days
and the time for payment has not been extended or deferred;

- if we fail to pay the principal, or premium, if any, when due and the time
for payment has not been extended or delayed;

- if we fail to observe or perform any other covenant contained in the notes
or the indentures, other than a covenant specifically relating to another
series of notes, and our failure continues for 90 days after we receive
notice from the debenture trustee or holders of at least 25% in aggregate
principal amount of the outstanding notes of the applicable series; and

- if specified events of bankruptcy, insolvency or reorganization occur as
to us.

If an event of default with respect to notes of any series occurs and is
continuing, the debenture trustee or the holders of at least 25% in aggregate
principal amount of the outstanding notes of that series, by notice to us in
writing, and to the debenture trustee if notice is given by

10
<PAGE>
such holders, may declare the unpaid principal of, premium, if any, and accrued
interest, if any, due and payable immediately.

The holders of a majority in principal amount of the outstanding notes of an
affected series may waive any default or event of default with respect to the
series and its consequences, except defaults or events of default regarding
payment of principal, premium, if any, or interest, unless we have cured the
default or event of default in accordance with the indenture. Any waiver shall
cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an
indenture shall occur and be continuing, the debenture trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the
request or direction of any of the holders of the applicable series of notes,
unless such holders have offered the debenture trustee reasonable indemnity. The
holders of a majority in principal amount of the outstanding notes of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the debenture trustee, or exercising any
trust or power conferred on the debenture trustee, with respect to the notes of
that series, provided that:

- the direction so given by the holder is not in conflict with any law or
the applicable indenture; and

- subject to its duties under the Trust Indenture Act, the debenture trustee
need not take any action that might involve it in personal liability or
might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the notes of any series will only have the right to institute a
proceeding under the indentures or to appoint a receiver or trustee, or to seek
other remedies if:

- the holder has given written notice to the debenture trustee of a
continuing event of default with respect to that series;

- the holders of at least 25% in aggregate principal amount of the
outstanding notes of that series have made written request, and such
holders have offered reasonable indemnity to the debenture trustee to
institute the proceeding as trustee; and

- the debenture trustee does not institute the proceeding, and does not
receive from the holders of a majority in aggregate principal amount of
the outstanding notes of that series other conflicting directions within
60 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of notes if
we default in the payment of the principal, premium, if any, or interest on, the
notes.

We will periodically file statements with the debenture trustee regarding
our compliance with specified covenants in the indentures.

MODIFICATION OF INDENTURE; WAIVER

We and the debenture trustee may change an indenture without the consent of
any holders with respect to specific matters, including:

- to fix any ambiguity, defect or inconsistency in the indenture; and

- to change anything that does not materially adversely affect the interests
of any holder of notes of any series.

In addition, under the indentures, the rights of holders of a series of
notes may be changed by us and the debenture trustee with the written consent of
the holders of at least a majority in aggregate principal amount of the
outstanding notes of each series that is affected. However, we

11
<PAGE>
and the debenture trustee may only make the following changes with the consent
of each holder of any outstanding notes affected:

- extending the fixed maturity of the series of notes;

- reducing the principal amount, reducing the rate of or extending the time
of payment of interest, or any premium payable upon the redemption of any
notes; or

- reducing the percentage of notes, the holders of which are required to
consent to any amendment.

DISCHARGE

Each indenture provides that we can elect to be discharged from our
obligations with respect to one or more series of debt securities, except for
obligations to:

- register the transfer or exchange of debt securities of the series;

- replace stolen, lost or mutilated debt securities of the series;

- maintain paying agencies;

- hold monies for payment in trust;

- compensate and indemnify the trustee; and

- appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the
trustee money or government obligations sufficient to pay all the principal of,
any premium, if any, and interest on, the debt securities of the series on the
dates payments are due.

FORM, EXCHANGE, AND TRANSFER

We will issue the notes of each series only in fully registered form without
coupons and, unless we otherwise specify in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The
indentures provide that we may issue notes of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on
behalf of, The Depository Trust Company or another depository named by us and
identified in a prospectus supplement with respect to that series. See "Legal
Ownership of Securities" for a further description of the terms relating to any
book-entry securities.

At the option of the holder, subject to the terms of the indentures and the
limitations applicable to global securities described in the applicable
prospectus supplement, the holder of the notes of any series can exchange the
notes for other notes of the same series, in any authorized denomination and of
like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to
global securities set forth in the applicable prospectus supplement, holders of
the notes may present the notes for exchange or for registration of transfer,
duly endorsed or with the form of transfer endorsed thereon duly executed if so
required by us or the security registrar, at the office of the security
registrar or at the office of any transfer agent designated by us for this
purpose. Unless otherwise provided in the notes that the holder presents for
transfer or exchange, we will make no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or other
governmental charges.

We will name in the applicable prospectus supplement the security registrar,
and any transfer agent in addition to the security registrar, that we initially
designate for any notes. We may at any time designate additional transfer agents
or rescind the designation of any transfer agent or

12
<PAGE>
approve a change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each place of payment
for the notes of each series.

If we elect to redeem the notes of any series, we will not be required to:

- issue, register the transfer of, or exchange any notes of that series
during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any notes that may be selected
for redemption and ending at the close of business on the day of the
mailing; or

- register the transfer of or exchange any notes so selected for redemption,
in whole or in part, except the unredeemed portion of any notes we are
redeeming in part.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The debenture trustee, other than during the occurrence and continuance of
an event of default under an indenture, undertakes to perform only those duties
as are specifically set forth in the applicable indenture. Upon an event of
default under an indenture, the debenture trustee must use the same degree of
care as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is under no obligation
to exercise any of the powers given it by the indentures at the request of any
holder of notes unless it is offered reasonable security and indemnity against
the costs, expenses and liabilities that it might incur.

PAYMENT AND PAYING AGENTS

Unless we otherwise indicate in the applicable prospectus supplement, we
will make payment of the interest on any notes on any interest payment date to
the person in whose name the notes, or one or more predecessor securities, are
registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the notes of a
particular series at the office of the paying agents designated by us, except
that unless we otherwise indicate in the applicable prospectus supplement, will
we make interest payments by check which we will mail to the holder. Unless we
otherwise indicate in a prospectus supplement, we will designate the corporate
trust office of the debenture trustee in the City of New York as our sole paying
agent for payments with respect to notes of each series. We will name in the
applicable prospectus supplement any other paying agents that we initially
designate for the notes of a particular series. We will maintain a paying agent
in each place of payment for the notes of a particular series.

All money we pay to a paying agent or the debenture trustee for the payment
of the principal of or any premium or interest on any notes which remains
unclaimed at the end of two years after such principal, premium or interest has
become due and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof.

GOVERNING LAW

The indentures and the notes will be governed by and construed in accordance
with the laws of the State of New York, except to the extent that the Trust
Indenture Act is applicable.

SUBORDINATION OF SUBORDINATED NOTES

The subordinated notes will be unsecured and will be subordinate and junior
in priority of payment to certain of our other indebtedness to the extent
described in a prospectus supplement. The subordinated indenture does not limit
the amount of subordinated notes which we may issue. It also does not limit us
from issuing any other secured or unsecured debt.

13
<PAGE>
DESCRIPTION OF WARRANTS

The following description, together with the additional information we may
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the warrants that we may offer under this prospectus and the
related warrant agreements and warrant certificates. While the terms summarized
below will apply generally to any warrants that we may offer, we will describe
the particular terms of any series of warrants in more detail in the applicable
prospectus supplement. If we indicate in the prospectus supplement, the terms of
any warrants offered under that prospectus supplement may differ from the terms
described below. Specific warrant agreements will contain additional important
terms and provisions and will be incorporated by reference as an exhibit to the
registration statement which includes this prospectus.

GENERAL

We may issue warrants for the purchase of common stock, preferred stock
and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or debt
securities, and the warrants may be attached to or separate from these
securities.

We will evidence each series of warrants by warrant certificates that we
will issue under a separate agreement. We will enter into the warrant agreement
with a warrant agent. Each warrant agent will be a bank that we select which has
its principal office in the United States and a combined capital and surplus of
at least $50,000,000. We will indicate the name and address of the warrant agent
in the applicable prospectus supplement relating to a particular series of
warrants.

We will describe in the applicable prospectus supplement the terms of the
series of warrants, including:

- the offering price and aggregate number of warrants offered;

- the currency for which the warrants may be purchased;

- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each such
security or each principal amount of such security;

- if applicable, the date on and after which the warrants and the related
securities will be separately transferable;

- in the case of warrants to purchase debt securities, the principal amount
of debt securities purchasable upon exercise of one warrant and the price
at, and currency in which, this principal amount of debt securities may be
purchased upon such exercise;

- in the case of warrants to purchase common stock or preferred stock, the
number of shares of common stock or preferred stock, as the case may be,
purchasable upon the exercise of one warrant and the price at which these
shares may be purchased upon such exercise;

- the effect of any merger, consolidation, sale or other disposition of our
business on the warrant agreement and the warrants;

- the terms of any rights to redeem or call the warrants;

- any provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the warrants;

- the dates on which the right to exercise the warrants will commence and
expire;

- the manner in which the warrant agreement and warrants may be modified;

14
<PAGE>
- federal income tax consequences of holding or exercising the warrants;

- the terms of the securities issuable upon exercise of the warrants; and

- any other specific terms, preferences, rights or limitations of or
restrictions on the warrants.

Before exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such exercise,
including:

- in the case of warrants to purchase debt securities, the right to receive
payments of principal of, or premium, if any, or interest on, the debt
securities purchasable upon exercise or to enforce covenants in the
applicable indenture; or

- in the case of warrants to purchase common stock or preferred stock, the
right to receive dividends, if any, or, payments upon our liquidation,
dissolution or winding up or to exercise voting rights, if any.

EXERCISE OF WARRANTS

Each warrant will entitle the holder to purchase the securities that we
specify in the applicable prospectus supplement at the exercise price that we
describe in the applicable prospectus supplement. Unless we otherwise specify in
the applicable prospectus supplement, holders of the warrants may exercise the
warrants at any time up to 5:00 P.M. New York time on the expiration date that
we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with specified
information, and paying the required amount to the warrant agent in immediately
available funds, as provided in the applicable prospectus supplement. We will
set forth on the reverse side of the warrant certificate and in the applicable
prospectus supplement the information that the holder of the warrant will be
required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will
issue and deliver the securities purchasable upon such exercise. If fewer than
all of the warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of warrants. If
we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.

ENFORCEABILITY OF RIGHTS BY HOLDERS OF WARRANTS

Each warrant agent will act solely as our agent under the applicable warrant
agreement and will not assume any obligation or relationship of agency or trust
with any holder of any warrant. A single bank or trust company may act as
warrant agent for more than one issue of warrants. A warrant agent will have no
duty or responsibility in case of any default by us under the applicable warrant
agreement or warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any holder of a
warrant may, without the consent of the related warrant agent or the holder of
any other warrant, enforce by appropriate legal action its right to exercise,
and receive the securities purchasable upon exercise of, its warrants.

15
<PAGE>
LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more
global securities. We describe global securities in greater detail below. We
refer to those persons who have securities registered in their own names on the
books that we or any applicable trustee maintain for this purpose as the
"holders" of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own
beneficial interests in securities that are not registered in their own names,
as "indirect holders" of those securities. As we discuss below, indirect holders
are not legal holders, and investors in securities issued in book-entry form or
in street name will be indirect holders.

BOOK-ENTRY HOLDERS

We may issue securities in book-entry form only, as we will specify in the
applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution
that holds them as depositary on behalf of other financial institutions that
participate in the depositary's book-entry system. These participating
institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the
holder of that security. Securities issued in global form will be registered in
the name of the depositary or its participants. Consequently, for securities
issued in global form, we will recognize only the depositary as the holder of
the securities, and we will make all payments on the securities to the
depositary. The depositary passes along the payments it receives to its
participants, which in turn pass the payments along to their customers who are
the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the securities.

As a result, investors in a book-entry security will not own securities
directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the
depositary's book-entry system or holds an interest through a participant. As
long as the securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.

STREET NAME HOLDERS

We may terminate a global security or issue securities in non-global form.
In these cases, investors may choose to hold their securities in their own names
or in "street name." Securities held by an investor in street name would be
registered in the name of a bank, broker or other financial institution that the
investor chooses, and the investor would hold only a beneficial interest in
those securities through an account he or she maintains at that institution.

For securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities, and we will make all payments
on those securities to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders,
not holders, of those securities.

LEGAL HOLDERS

Our obligations, as well as the obligations of any applicable trustee and of
any third parties employed by us or a trustee, run only to the legal holders of
the securities. We do not have

16
<PAGE>
obligations to investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the case whether an
investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have
no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, we may
want to obtain the approval of the holders to amend an indenture, to relieve us
of the consequences of a default or of our obligation to comply with a
particular provision of the indenture or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of
the securities. Whether and how the holders contact the indirect holders is up
to the holders.

SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS

If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:

- how it handles securities payments and notices;

- whether it imposes fees or charges;

- how it would handle a request for the holders' consent, if ever required;

- whether and how you can instruct it to send you securities registered in
your own name so you can be a holder, if that is permitted in the future;

- how it would exercise rights under the securities if there were a default
or other event triggering the need for holders to act to protect their
interests; and

- if the securities are in book-entry form, how the depositary's rules and
procedures will affect these matters.

GLOBAL SECURITIES

A global security is a security held by a depositary which represents one or
any other number of individual securities. Generally, all securities represented
by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depository Trust Company, New York,
New York, known as DTC, will be the depositary for all securities issued in
book-entry form.

A global security may not be transferred to or registered in the name of
anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under
"--Special Situations When a Global Security Will Be Terminated." As a result of
these arrangements, the depositary, or its nominee, will be the sole registered
owner and holder of all securities represented by a global security, and
investors will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an account with a
broker, bank or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the
security, but only an indirect holder of a beneficial interest in the global
security.

17
<PAGE>
If the prospectus supplement for a particular security indicates that the
security will be issued in global form only, then the security will be
represented by a global security at all times unless and until the global
security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no
longer be held through any book-entry clearing system.

SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES

As an indirect holder, an investor's rights relating to a global security
will be governed by the account rules of the investor's financial institution
and of the depositary, as well as general laws relating to securities transfers.
We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.

If securities are issued only in the form of a global security, an investor
should be aware of the following:

- an investor cannot cause the securities to be registered in his or her
name, and cannot obtain non-global certificates for his or her interest in
the securities, except in the special situations we describe below;

- an investor will be an indirect holder and must look to his or her own
bank or broker for payments on the securities and protection of his or her
legal rights relating to the securities, as we describe under "--Legal
Ownership of Securities" above;

- an investor may not be able to sell interests in the securities to some
insurance companies and to other institutions that are required by law to
own their securities in non-book-entry form;

- an investor may not be able to pledge his or her interest in a global
security in circumstances where certificates representing the securities
must be delivered to the lender or other beneficiary of the pledge in
order for the pledge to be effective;

- the depositary's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an investor's
interest in a global security. We and any applicable trustee have no
responsibility for any aspect of the depositary's actions or for its
records of ownership interests in a global security. We and the trustee
also do not supervise the depositary in any way;

- the depositary may, and we understand that DTC will, require that those
who purchase and sell interests in a global security within its book-entry
system use immediately available funds, and your broker or bank may
require you to do so as well; and

- financial institutions that participate in the depositary's book-entry
system, and through which an investor holds its interest in a global
security, may also have their own policies affecting payments, notices and
other matters relating to the securities. There may be more than one
financial intermediary in the chain of ownership for an investor. We do
not monitor and are not responsible for the actions of any of those
intermediaries.

SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED

In a few special situations described below, the global security will
terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold
securities directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests in
securities transferred to their own name, so that they will be direct holders.
We have described the rights of holders and street name investors above.

18
<PAGE>
The global security will terminate when the following special situations
occur:

- if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do not
appoint another institution to act as depositary within 90 days;

- if we notify any applicable trustee that we wish to terminate that global
security; or

- if an event of default has occurred with regard to securities represented
by that global security and has not been cured or waived.

The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, the depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial direct
holders.

19
<PAGE>
PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the
following ways from time to time:

- through agents to the public or to investors;

- to underwriters for resale to the public or to investors; or

- directly to investors.

We will set forth in a prospectus supplement the terms of the offering of
securities, including:

- the name or names of any agents or underwriters;

- the purchase price of the securities being offered and the proceeds we
will receive from the sale;

- any over-allotment options under which underwriters may purchase
additional securities from us;

- any agency fees or underwriting discounts and other items constituting
agents' or underwriters' compensation;

- any initial public offering price;

- any discounts or concessions allowed or reallowed or paid to dealers; and

- any securities exchanges on which such securities may be listed.

AGENTS

We may designate agents who agree to use their reasonable efforts to solicit
purchases for the period of their appointment or to sell securities on a
continuing basis.

UNDERWRITERS

If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. The
underwriters will be obligated to purchase all the securities of the series
offered if they purchase any of the securities of that series. We may change
from time to time any initial public offering price and any discounts or
concessions the underwriters allow or reallow or pay to dealers. We may use
underwriters with whom we have a material relationship. We will describe in the
prospectus supplement naming the underwriter the nature of any such
relationship.

DIRECT SALES

We may also sell securities directly to one or more purchasers without using
underwriters or agents.

Underwriters, dealers and agents that participate in the distribution of the
securities may be underwriters as defined in the Securities Act and any
discounts or commissions they receive from us and any profit on their resale of
the securities may be treated as underwriting discounts and commissions under
the Securities Act. We will identify in the applicable prospectus supplement any
underwriters, dealers or agents and will describe their compensation. We may
have agreements with the underwriters, dealers and agents to indemnify them
against specified civil liabilities,

20
<PAGE>
including liabilities under the Securities Act. Underwriters, dealers and agents
may engage in transactions with, or perform services for, us or our subsidiaries
in the ordinary course of their businesses.

TRADING MARKETS AND LISTING OF SECURITIES

Unless otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no established trading
market, other than our common stock, which is listed on the Nasdaq National
Market. We may elect to list any other class or series of securities on any
exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.

STABILIZATION ACTIVITIES

Any underwriter may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance with Regulation M under the
Exchange Act. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities in the
open market after the distribution is completed to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.

PASSIVE MARKET MAKING

Any underwriters who are qualified market makers on the Nasdaq National
Market may engage in passive market making transactions in the securities on the
Nasdaq National Market in accordance with Rule 103 of Regulation M, during the
business day prior to the pricing of the offering, before the commencement of
offers or sales of the securities. Passive market makers must comply with
applicable volume and price limitations and must be identified as passive market
makers. In general, a passive market maker must display its bid at a price not
in excess of the highest independent bid for such security; if all independent
bids are lowered below the passive market maker's bid, however, the passive
market maker's bid must then be lowered when certain purchase limits are
exceeded.

21
<PAGE>
EXPERTS

The consolidated financial statements of Millennium Pharmaceuticals, Inc.
appearing in our Annual Report (Form 10-K) for the year ended December 31, 1999
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

The consolidated financial statements of LeukoSite, Inc. as of December 31,
1997 and 1998 and for each of the three years in the period ended December 31,
1998 and the financial statements of L&I Partners, L.P. as of December 31, 1997
and 1998 and for the period from inception through December 31, 1997, the year
ended December 31, 1998 and the period from inception through December 31, 1998
incorporated by reference in this prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

The financial statements of CytoMed, Inc. as of December 31, 1998 and 1997
and for each of the three years in the period ended December 31, 1998
incorporated in this Prospectus by reference to the Millennium Pharmaceuticals
Form 8-K/A dated January 6, 2000, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

VALIDITY OF SECURITIES

The validity of the securities offered hereby will be passed upon for us by
Hale and Dorr LLP, Boston, Massachusetts.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other documents with the SEC. You may
read and copy any document we file with the SEC at the public reference
facilities the SEC maintains at:

Room 1024, Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

and at the SEC's Regional Offices located at:

Northwestern Atrium Center
Suite 1400
500 West Madison Street
Chicago, Illinois 60661

and

Seven World Trade Center
13th Floor
New York, New York 10048

and you may also obtain copies of such material by mail from the Public
Reference Section of the SEC at:

450 Fifth Street, N.W.
Washington, D.C. 20549

at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.

22
<PAGE>
The SEC also maintains an Internet site on the world wide web, the address
of which is http://www.sec.gov. That site also contains our annual, quarterly
and special reports, proxy statements, information statements and other
information.

This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and the securities, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at any address
listed above or from the SEC's Internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate" into this prospectus information that we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. Any information that we incorporate by reference is considered part
of this prospectus. The documents and reports that we list below are
incorporated by reference into this prospectus. In addition, all documents and
reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus are incorporated by reference in
this prospectus as of the respective filing dates of these documents and
reports. Statements contained in documents that we file with the SEC and that
are incorporated by reference in this prospectus will automatically update and
supersede information contained in this prospectus, including information in
previously filed documents or reports that have been incorporated by reference
in this prospectus, to the extent the new information differs from or is
inconsistent with the old information.

We have filed the following documents with the SEC. These documents are
incorporated herein by reference as of their respective dates of filing:

(1) Our Annual Report on Form 10-K for the year ended December 31, 1999;

(2) Our Current Report on Form 8-K/A filed with the SEC on January 6, 2000;

(3) Our Current Report on Form 8-K filed with the SEC on January 6, 2000;

(4) Our Current Report on Form 8-K filed with the SEC on January 11, 2000;

(5) Our Current Report on Form 8-K filed with the SEC on January 19, 2000;

(6) Our Current Report on Form 8-K/A filed with the SEC on January 27, 2000;

(7) Our Current Report on Form 8-K filed with the SEC on February 9, 2000;

(8) Our Current Report on Form 8-K filed with the SEC on April 13, 2000;

(9) Our Current Report on Form 8-K filed with the SEC on April 25, 2000;

(10) Our Current Report on Form 8-K filed with the SEC on June 30, 2000;

(11) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

(12) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;

(13) All our filings pursuant to the Exchange Act after the date of filing the
initial registration statement and prior to effectiveness of the
registration statement; and

(14) The description of our common stock contained in our registration statement
on Form 8-A filed with the SEC on April 26, 1996, including any amendments
or reports filed for the purpose of updating that description.

23
<PAGE>
You may request, orally or in writing, a copy of these documents, which will
be provided to you at no cost, by contacting:

Investor Relations
Millennium Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, MA 02139
Telephone: (617) 679-7000

You should rely only on the information contained in this prospectus,
including information incorporated by reference as described above, or any
supplement or that we have referred you to. We have not authorized anyone else
to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents or that any document
incorporated by reference is accurate as of any date other than its filing date.
You should not consider this prospectus to be an offer or solicitation relating
to the securities in any jurisdiction in which such an offer or solicitation
relating to the securities is not authorized. Furthermore, you should not
consider this prospectus to be an offer or solicitation relating to the
securities if the person making the offer or solicitation is not qualified to do
so, or if it is unlawful for you to receive such an offer or solicitation.

24
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus supplement is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus supplement is current only as of its date and the information
contained in the accompanying prospectus is only current as of the date of the
accompanying prospectus.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
--------
<S> <C>
Prospectus Supplement

Prospectus Supplement Summary.......... S-1
Millennium Pharmaceuticals, Inc........ S-1
The Offering........................... S-1
Risk Factors........................... S-2
Special Note Regarding Forward-Looking
Information.......................... S-11
Use Of Proceeds........................ S-12
Price Range Of Common Stock............ S-13
Dividend Policy........................ S-13
Capitalization......................... S-14
Underwriting........................... S-15
Validity Of Common Stock............... S-16
Prospectus

About This Prospectus.................. 1
Millennium Pharmaceuticals, Inc........ 1
Risk Factors........................... 2
Special Note Regarding Forward-Looking
Information.......................... 2
Ratio of Earnings To Fixed Charges..... 3
Use Of Proceeds........................ 3
The Securities We May Offer............ 4
Description Of Common Stock and
Preferred Stock...................... 5
Description Of Debt Securities......... 9
Description Of Warrants................ 14
Legal Ownership Of Securities.......... 16
Plan Of Distribution................... 20
Experts................................ 22
Validity Of Securities................. 22
Where You Can Find More Information.... 22
Incorporation Of Certain Documents by
Reference............................ 23
</TABLE>

11,000,000 Shares

MILLENNIUM PHARMACEUTICALS, INC.

Common Stock

-----------

[LOGO]

-----------

GOLDMAN, SACHS & CO.
MORGAN STANLEY DEAN WITTER
ROBERTSON STEPHENS
CREDIT SUISSE FIRST BOSTON

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------