ARIAD Pharmaceuticals, Inc.

Amended and Restated Certificate of Incorporation of Ariad Pharmaceuticals, Inc. (February 16th, 2017)

SECOND: The address of the Corporations registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County. The name of the Corporations registered agent at such address is The Corporation Trust Company.

Second Amended and Restated By-Laws of Ariad Pharmaceuticals, Inc. (February 16th, 2017)

Contract (February 16th, 2017)

SUPPLEMENTAL INDENTURE, dated as of February 16, 2017, between ARIAD Pharmaceuticals, Inc., a Delaware corporation, as issuer (the Company), and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee), to the Indenture, dated as of June 17, 2014 between such parties (the Indenture). All references to the Indenture shall be to the Indenture and, as applicable, this Supplemental Indenture. All capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

SHARE PURCHASE AGREEMENT by and Among INCYTE EUROPE S.A R.L., ARIAD PHARMACEUTICALS (CAYMAN) L.P., ARIAD PHARMACEUTICALS, INC. (AS GUARANTOR), and INCYTE CORPORATION (AS GUARANTOR) MAY 9, 2016 Portions of This Exhibit, Indicated by the Mark [***], Were Omitted and Have Been Filed Separately With the Securities and Exchange Commission Pursuant to the Registrants Application Requesting Confidential Treatment Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as Amended. (February 13th, 2017)

This Share Purchase Agreement (the Agreement) is made as of May 9, 2016, by and among Incyte Europe S.a r.l., an entity formed under the laws of Switzerland (the Purchaser), ARIAD Pharmaceuticals (Cayman) L.P., an Exempted Limited Partnership registered in the Cayman Islands, acting by its general partner, ARIAD Pharmaceuticals (Cayman) Inc., an Exempted Company incorporated in the Cayman Islands with limited liability (the Seller), ARIAD Pharmaceuticals, Inc., a Delaware corporation (ARIAD US), solely in its capacity as guarantor under Section 12.17(a) hereof, and Incyte Corporation, a Delaware corporation (Incyte US), for the purposes of Section 11.4 and in its capacity as guarantor under Section 12.17(b).

AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT Between ARIAD Pharmaceuticals, Inc. And ARIAD Pharmaceuticals (Europe) Sarl and Incyte Corporation (As Guarantor) (February 13th, 2017)

THIS AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT (Agreement) dated as of June 1, 2016 (the Effective Date), between ARIAD Pharmaceuticals, Inc., (ARIAD US), a Delaware corporation and ARIAD Pharmaceuticals (Europe) Sarl, (ARIAD SWISSCO), a Swiss limited liability company registered in Lausanne (together, the Parties and, individually, each a Party) and Incyte Corporation, a Delaware corporation (Incyte Corporation) solely in its capacity as guarantor under Section 30.19. This Agreement only comes into effect on the Effective Date (as defined below) and shall be of no force or effect if there is no Closing (as defined below).

Tender and Support Agreement (January 10th, 2017)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of January 8, 2017, is entered into by and among Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Parent), Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), and the individual or entity set forth on Schedule A hereto (the Stockholder). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Call Option and Warrant Termination Agreement (January 10th, 2017)

This CALL OPTION AND WARRANT TERMINATION AGREEMENT (this Termination Agreement) is made as of January 8, 2017 between JPMorgan Chase Bank, National Association, London Branch (Dealer) and ARIAD Pharmaceuticals, Inc. (Counterparty), a Delaware corporation.

AGREEMENT AND PLAN OF MERGER Between ARIAD PHARMACEUTICALS, INC., TAKEDA PHARMACEUTICAL COMPANY LIMITED, and KIKU MERGER CO., INC. JANUARY 8, 2017 (January 10th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 8, 2017, is entered into between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the Company), Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Parent), and Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub).

Executive Employment Agreement (December 7th, 2016)

ARIAD Pharmaceuticals, Inc. (the Company) a Delaware corporation, and Timothy P. Clackson, Ph.D. (the Employee) enter into the following Executive Employment Agreement as of the 1st day of December, 2016 (hereafter, the Agreement).

Executive Employment Agreement (December 7th, 2016)

ARIAD Pharmaceuticals, Inc. (the Company), a Delaware corporation, and Hugh M. Cole (the Employee) enter into the following Executive Employment Agreement as of the 1st day of December, 2016 (hereafter, the Agreement).

Executive Employment Agreement (December 7th, 2016)

ARIAD Pharmaceuticals, Inc. (the Company), a Delaware corporation, and Daniel M. Bollag, Ph.D. (the Employee) enter into the following Executive Employment Agreement as of the 1st day of December, 2016 (hereafter, the Agreement).

Executive Employment Agreement (November 8th, 2016)

ARIAD Pharmaceuticals, Inc. (the "Company") a Delaware corporation, and Elona Kogan (the "Employee") enter into the following Executive Employment Agreement as of the 15th day of July, 2016 (hereafter, the "Agreement").

Amendment No. 1 to Riaa (August 8th, 2016)

This AMENDMENT NO. 1 TO RIAA (this "Amendment") is made and entered into as of May 9, 2016 by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation ("ARIAD" or the "Company"), and PDL BioPharma, Inc., a Delaware corporation ("Purchaser"), each party to that certain Revenue Interest Assignment Agreement, dated as of July 28, 2015 (as amended, restated, amended and restated, modified and/or supplemented from time to time, the "RIAA"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the RIAA.

Ariad Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan Form of Option Agreement (August 8th, 2016)

This Option Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (the "2014 Plan"), the Board of Directors of ARIAD Pharmaceuticals, Inc. (the "Company") has granted an option (the "Option") to purchase shares of the Company's common stock, $.001 par value per share ("Shares"), as follows:

Partial Release of Security Interest (August 8th, 2016)

THIS PARTIAL RELEASE OF SECURITY INTEREST (this "Release"), dated as of May 9, 2016 is made by PDL BIOPHARMA, INC., a Delaware corporation (the "Purchaser") party to that certain Revenue Interest Assignment Agreement, dated as of July 28, 2015 by and between ARIAD PHARMACEUTICALS, INC., a Delaware corporation, (the "Company") (as amended by that certain Amendment No. 1 to Assignment Agreement, dated May 9, 2016 and as may be further amended, restated, amended and restated, modified and/or otherwise supplemented from time to time the "RIAA").

AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT Between (August 8th, 2016)

THIS AMENDED AND RESTATED BUY-IN LICENSE AGREEMENT ("Agreement") dated as of June 1, 2016 (the "Effective Date"), between ARIAD Pharmaceuticals, Inc., ("ARIAD US"), a Delaware corporation and ARIAD Pharmaceuticals (Europe) Sarl, ("ARIAD SWISSCO"), a Swiss limited liability company registered in Lausanne (together, the "Parties" and, individually, each a "Party") and Incyte Corporation, a Delaware corporation ("Incyte Corporation") solely in its capacity as guarantor under Section 30.19. This Agreement only comes into effect on the Effective Date (as defined below) and shall be of no force or effect if there is no Closing (as defined below).

Ariad Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan Form of Performance Share Agreement (August 8th, 2016)

This Performance Share Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long Term Incentive Plan (the "2014 Plan"), the Compensation Committee of the Board of Directors of ARIAD Pharmaceuticals, Inc. (the "Company") has granted the Participant the right to receive shares of common stock, $.001 par value per share ("Common Stock"), of the Company (the "Grant"), issuable as soon as administratively feasible following achievement of the performance milestone set forth below (including, if required by the resolutions of the Compensation Committee authorizing the Grant, following certification of such achievement by the Compensation Committee), and in such amount of shares and subject to any additional vesting provisions set forth below:

Ariad Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan Form of Restricted Stock Unit Agreement (August 8th, 2016)

This Restricted Stock Unit Agreement certifies that, pursuant to the ARIAD Pharmaceuticals, Inc. 2014 Long Term Incentive Plan (the "2014 Plan"), the Board of Directors of ARIAD Pharmaceuticals, Inc. (the "Company") has granted the right to receive shares of common stock, $.001 par value per share ("Common Stock"), of the Company (the "Grant"), payable as soon as administratively feasible following each of the following vesting dates, provided the Participant is then employed by the Company or an Affiliate:

Executive Employment Agreement (August 8th, 2016)

ARIAD Pharmaceuticals, Inc. (the "Company") a Delaware corporation, and Jayne M. Gansler (the "Employee") enter into the following Executive Employment Agreement as of the 1st day of June, 2016 (hereafter, the "Agreement").

Executive Employment Agreement (August 8th, 2016)

ARIAD Pharmaceuticals, Inc. (the "Company") a Delaware corporation, and Jennifer Herron (the "Employee") enter into the following Executive Employment Agreement as of the 23rd day of May, 2016 (hereafter, the "Agreement").

SHARE PURCHASE AGREEMENT by and Among INCYTE EUROPE S.a r.l., ARIAD PHARMACEUTICALS (CAYMAN) L.P., ARIAD PHARMACEUTICALS, INC. (AS GUARANTOR), and INCYTE CORPORATION (AS GUARANTOR) May 9, 2016 (August 8th, 2016)

Portions of this Exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Executive Employment Agreement (April 29th, 2016)

ARIAD Pharmaceuticals, Inc. (the Company), a Delaware corporation, and Manmeet Singh Soni (the Employee) enter into the following Executive Employment Agreement as of the 9th day of March, 2016 (hereafter, the Agreement).

Amendment to Agreement (March 18th, 2016)

This AMENDMENT (the "Amendment") is made as of March 17, 2016, by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the entities listed on Schedule A hereto (collectively, the "Sarissa Group").

Contract (January 13th, 2016)

SECOND AMENDMENT dated as of January 8, 2016 (this "Amendment"), to the SECTION 382 RIGHTS AGREEMENT dated as of October 31, 2013, as amended as of June 24, 2014 (as so amended and in effect from the date hereof, the "Rights Agreement"), between ARIAD PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the "Rights Agent").

Ariad Announces Termination of Shareholder Rights Plan (January 13th, 2016)

Cambridge, MA, January 11, 2016-- ARIAD Pharmaceuticals, Inc. (NASDAQ: ARIA) today announced that its Board of Directors has unanimously approved the termination of the Company's Section 382 Rights Agreement, or the Rights Plan, originally adopted on October 31, 2013, effective immediately. The Rights Plan and the associated rights expired at 5:00 p.m. EST on January 8, 2016, and will be of no further force or effect. ARIAD shareholders do not have to take any action as a result of this termination.

Contract (December 18th, 2015)

Executive Employment Agreement (December 18th, 2015)

ARIAD Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, and Paris Panayiotopoulos (the "Employee"), an individual, enter into this Executive Employment Agreement as of December 16, 2015 (the "Agreement").

Contract (December 18th, 2015)

1. Demise of Subleased Premises; Definitions 1 2. Term 3 3. Subordination to and Incorporation of the Lease 3 4. Rent 6 5. Additional Rent 6 6. Extension Option 9 7. Rofo Rights 11 8. Contraction Option 13 9. Security Deposit 15 10. Use of Subleased Premises 15 11. Condition of Subleased Premises 15 12. Subtenant Improvements/Base Ti Allowance 16 13. Alterations 17 14. Electricity; Hvac 17 15. Sublandlord Obligations 18 16. Parking 19 17. Generator/Communications Equipment 19 18. Competitors 20 19. Access 20 20. Indemnification; Insurance 20 21. Assignment and Subletting 21 22. Casualty and Co (November 6th, 2015)

This Sublease (the Sublease) is made as of July 16, 2015 by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation, having an address of 26 Landsdowne Street, Cambridge, MA 02139 (Sublandlord), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation, having an address of New Orchard Road, Armonk NY 10504 (Subtenant).

REVENUE INTEREST ASSIGNMENT AGREEMENT Dated as of July 28, 2015 Between ARIAD PHARMACEUTICALS, INC. And PDL BIOPHARMA, INC. Portions of This Exhibit, Indicated by the Mark [***], Were Omitted and Have Been Filed Separately With the Securities and Exchange Commission Pursuant to the Registrants Application Requesting Confidential Treatment Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as Amended. (November 6th, 2015)

This REVENUE INTEREST ASSIGNMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement) is made and entered into as of July 28, 2015, by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation (ARIAD or the Company), and PDL BioPharma, Inc., a Delaware corporation (Purchaser).

Security Agreement (November 6th, 2015)

This SECURITY AGREEMENT, dated as of July 28, 2015 (as the same may be supplemented, replaced or otherwise modified from time to time, this Security Agreement), is made by ARIAD PHARMACEUTICALS, INC., a Delaware corporation (the Company), and ARIAD PHARMA LTD. (ARIAD UK), a company organized under the laws of England with company number 06356675, in favor of PDL BIOPHARMA, INC., a Delaware corporation, as Purchaser (in such capacity, the Purchaser) under the Revenue Interest Assignment Agreement, dated as of July 28, 2015 (as amended, supplemented or otherwise modified from time to time, the Assignment Agreement) between the Company and the Purchaser.

News Release (July 29th, 2015)

Cambridge, MA July 29, 2015 ARIAD Pharmaceuticals, Inc. (NASDAQ: ARIA) today announced that it will receive $100 million in cash $50 million upon deal execution late yesterday and an additional $50 million in one year through a synthetic-royalty financing from PDL BioPharma, Inc. (NASDAQ: PDLI) in exchange for paying PDL a mid-single-digit royalty on future sales of Iclusig(r) (ponatinib) until PDL receives a fixed internal rate of return (IRR). ARIAD also has an option, in its discretion, to receive up to an additional $100 million at any time between 6 and 12 months from the date of the agreement, in one or two tranches on comparable terms.

LICENSE AGREEMENT (AP23573 in Medical Devices) (May 8th, 2015)

This License Agreement (this Agreement) is made effective as of January 26, 2005 (the Effective Date), by and between ARIAD Pharmaceuticals, Inc. and ARIAD Gene Therapeutics, Inc., both corporations with a principal place of business at 26 Landsdowne Street, Cambridge, MA 02139 (collectively, ARIAD), and MEDINOL Ltd., a company with a principal place of business at Kiryat Atidim, P.O. Box 58165, Tel Aviv, 61581, Israel (MEDINOL). ARIAD and MEDINOL are each hereafter referred to individually as a Party and together as the Parties.

Second Amendment to Lease (May 8th, 2015)

This Second Amendment to Lease (Second Amendment) is made as of March 24, 2015, by and between ARE-MA REGION NO. 48, LLC, a Delaware limited liability company (Landlord), and ARIAD Pharmaceuticals, Inc., a Delaware corporation (Tenant).

Agreement (April 29th, 2015)

This AGREEMENT (the "Agreement") is made as of April 28, 2015 by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the persons and entities listed on Schedule A hereto (collectively, the "Sarissa Group"). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: