0001104659-07-019565 Sample Contracts

MOMENTA PHARMACEUTICALS, INC. Restricted Stock Agreement Granted Under 2004 Stock Incentive Plan, as amended
Restricted Stock Agreement • March 15th, 2007 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

AGREEMENT made on December 15, 2006 between Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and John E. Bishop (the “Participant”).

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MOMENTA PHARMACEUTICALS, INC. Executive Retention Agreement
Retention Agreement • March 15th, 2007 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS EXECUTIVE RETENTION AGREEMENT by and between Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”) is effective as of the date of the last signature on the signature page attached hereto (the “Effective Date”).

SIXTH AMENDMENT
Momenta Pharmaceuticals Inc • March 15th, 2007 • Biological products, (no disgnostic substances)

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’)

MOMENTA PHARMACEUTICALS, INC. 675 WEST KENDALL STREET T: 617.491.9700 F: 617.621.0431
Momenta Pharmaceuticals Inc • March 15th, 2007 • Biological products, (no disgnostic substances)

Re: Memorandum of Understanding, by and between Sandoz AG (“Sandoz”) and Momenta Pharmaceuticals, Inc. (“Momenta”), dated July 25, 2006 (the “MOU”)

FOURTH AMENDMENT
Fourth Amendment • March 15th, 2007 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances)

This Fourth Amendment, effective as of the date set forth above the signatures of the parties below, pertains to the Exclusive Patent License Agreement (“Agreement 4909826”), effective on October 31, 2002, as subsequently amended by a First Amendment on November 15, 2002, a Second Amendment on July 17, 2004, and a Third Amendment on August 5, 2006, by and between the Massachusetts Institute of Technology (“M.I.T.”) and Momenta Pharmaceuticals, Inc. (“COMPANY”).

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