SIXTH AMENDMENT

Exhibit 10.8

SIXTH AMENDMENT

This Sixth Amendment, effective as of the date set forth above the signatures of the parties below, pertains to the Amended and Restated Exclusive Patent License Agreement (“Agreement 4908236”), effective on November 1, 2002, as subsequently amended by a First Amendment on November 15, 2002, a Letter Agreement on September 12, 2003, a Letter Agreement on October 22, 2003, a Second Amendment on November 19, 2003, a Third Amendment on April 2, 2004, a Fourth Amendment on July 17, 2004, and a Fifth Amendment on August 5, 2006 by and between the Massachusetts Institute of Technology (“M.I.T.”) and Momenta Pharmaceuticals, Inc. (“COMPANY’)

WHEREAS, COMPANY no longer plans to commercialize the technology included in MIT Case Number 9085, “Aerosol Administration of Heparin to the Lungs,” by Xxxxxxxx Xxx, Xxxxx Xx, Xxx Xxxxxxxxxxxx, Xxxxxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxxxxx;

WHEREAS, M.I.T. agrees to remove this case from Agreement 4908236 without penalty to COMPANY;

NOW, THEREFORE, M.I.T. and COMPANY hereby agree to remove this case and all future obligations relating to this case from Agreement 4908236.

All other terms and conditions of Agreement 4908236 shall remain unchanged.

The AMENDMENT EFFECTIVE DATE is January 10, 2007.

Agreed to for:

MASSACHUSETTS INTITUTE OF TECHNOLOGY						MOMENTA PHARMACEUTICALS, INC.
By	/s/ Xxxx Xxxxxx					By	/s/ Xxxxx X. Xxxxxxxxx
Name			Xxxx X. Xxxxxx,			Name		Xxxxx X. Xxxxxxxxx, Ph.D.
Title		Director, Technology Licensing Office				Title Vice President, Licensing & Business
						Development