EXHIBIT 10.2


	
  MOMENTA PHARMACEUTICALS, INC.

  	
   

  	
  675 WEST KENDALL STREET

  	
   

  	
  T: 617.491.9700

  	
   

  	
  F: 617.621.0431

  
	
   

  	
   

  	
  CAMBRIDGE, MA 02142

  	
   

  	
  WWW.MOMENTAPHARMA.COM

  



 





June 12, 2007


Ms. Lita L. Nelson, Director


Massachusetts Institute of Technology


Technology Licensing Office


Five Cambridge Center


Cambridge,
Massachusetts 02142


Re:          Amended
and Restated Exclusive Patent


License/M.I.T.
License Agreement #4908236


Dear Ms. Nelson:


Reference is made
to the Amended and Restated Exclusive Patent License between the Massachusetts
Institute of Technology and Momenta Pharmaceuticals, Inc. dated November 1,
2002, as amended by a First Amendment dated November 15, 2002, letter
agreements dated September 12, 2003 and October 22, 2003, a Second Amendment dated
November 19, 2003, a Third Amendment dated April 2, 2004, a Fourth Amendment
dated July 17, 2004, a Fifth Amendment dated August 5, 2006, a Sixth Amendment
dated January 10, 2007 and letter agreements dated August 10, 2006 and October
18, 2006 (collectively, the “Agreement”). 
Capitalized terms used herein and not otherwise defined shall have the
meanings given such terms in the Agreement.


As you know,
COMPANY has entered into a Memorandum of Understanding (“MOU”) with Sandoz AG (“SANDOZ”)
dated July 25, 2006 relating to the development and commercialization of
four follow-on and/or complex generic products for sale in specified regions of
the world (each, a “PRODUCT” and collectively, the “PRODUCT(S)).  In connection with the definitive
collaboration agreement currently under negotiation with SANDOZ that will
effectuate the MOU (the “DEFINITIVE AGREEMENT”), COMPANY desires certain
modifications of the Agreement.  As
M.I.T. is amenable to such modifications, COMPANY and M.I.T. and agree as
follows with respect to the DEFINITIVE AGREEMENT and the PRODUCT(S):


1.  In the event that (a) M.I.T. converts the
exclusive rights granted to COMPANY in Section 2.2 of the Agreement into
non-exclusive rights in accordance with Section 3.1 of the Agreement or (b)
there is a termination of the Agreement under Section 12.2 or 12.3 of the
Agreement, notwithstanding any such conversion or termination, M.I.T. agrees to
honor the exclusive nature of the sublicense where the sublicensed intellectual
property is involved in  the development
and commercialization of the PRODUCT(S) granted by COMPANY to SANDOZ so long as
(x) SANDOZ is in compliance with the DEFINITIVE AGREEMENT, (y) in the event of
a termination of the Agreement, SANDOZ agrees, in a writing delivered to
M.I.T., to fulfill COMPANY’s financial and non-financial commitments to M.I.T.
with respect to the development and commercialization of the PRODUCT(S) and (z)
SANDOZ executes a Consent to Assignment in a form mutually acceptable to SANDOZ
and M.I.T, which shall include a list of all applicable patent cases.


For purposes of
clarity, the financial commitments to M.I.T. shall include (a) the obligation
to pay to M.I.T. nine percent (9%) of all of what would have been  CORPORATE PARTNER INCOME and/or SUBLICENSE
INCOME to COMPANY and that would otherwise have been due M.I.T. by COMPANY and
(b) the obligation to pay to M.I.T. royalties on NET SALES of LICENSED PRODUCTS
that would have otherwise have been due M.I.T., treating for such purpose the
sales made by SANDOZ as direct sales by COMPANY (i.e., the provisions of
Section 4.1(c) of the Agreement shall be applied as opposed to the provisions
of Section 4.1(d) of the Agreement).  











Lastly, SANDOZ
shall assume COMPANY’s reimbursement obligations to M.I.T. with respect to
patent costs.


For purposes of
clarity, examples of non-financial commitments that would pertain to the
development and commercialization of the PRODUCT(S) include those relating to
place of manufacture, diligence obligations, method of payment, reporting and
record keeping, requirements relating to prosecution of infringers,
indemnification and insurance, and non-use of name.


2.  With respect to Section 2.4 of the Agreement,
in the event that such provision applies to a PRODUCT, if so requested by
COMPANY, M.I.T. agrees to use good faith efforts to assist COMPANY and SANDOZ
in applying for and attempting to obtain a waiver from the United States
government from the requirement that such PRODUCT be substantially manufactured
in the United States.


3.  As required by the Agreement, COMPANY will be
obligated to carry the insurance required by Section 8.2 of the Agreement, as
modified by the letter dated May 19, 2005 between M.I.T. and COMPANY


4.  COMPANY represents that, under the terms of
the DEFINITIVE AGREEMENT, SANDOZ will provide certain indemnifications to
COMPANY with respect to claims and demands related to the PRODUCT(S) that may
be brought by a third party against M.I.T. 
COMPANY further represents that, with respect to these indemnification
obligations to COMPANY, SANDOZ will be self-insured.  COMPANY understands that the fact that SANDOZ
will self-insure with respect to their indemnification obligations to COMPANY
is acceptable to M.I.T.


5.  M.I.T. agrees that SANDOZ shall be a third
party beneficiary of the rights granted in this letter agreement to COMPANY.


If the foregoing
is in conformity with your understanding of our agreement, please indicate your
consent by countersigning the three copies of this letter and by returning two
to me.


	
  Very
  truly yours,

  
	
   

  
	
  /s/ Susan K. Whoriskey

  	
   

  
	
   

  
	
  Susan K. Whoriskey

  
	
  Vice President, Intellectual Property

  
	
   

  
	
   

  
	
  Massachusetts Institute of Technology

  
	
   

  
	
   

  
	
  By:

  	
        /s/ Lita Nelsen

  	
   

  
	
   

  	
  Lita L. Nelsen, Director