Exhibit
10.1


Confidential
Materials omitted and filed separately with the

Securities and Exchange Commission. 
Asterisks denote omissions.


COLLABORATION AND LICENSE
AGREEMENT


By
and Among


Momenta
Pharmaceuticals, Inc.


and


Sandoz
AG






June 13, 2007
















Table of Contents


 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  1.1.

  	
  “Affiliate”

  	
  1

  
	
   

  	
  1.2.

  	
  “[**]”

  	
  2

  
	
   

  	
  1.3.

  	
  “Annual Collaboration Plan”

  	
  2

  
	
   

  	
  1.4.

  	
  “Application”

  	
  2

  
	
   

  	
  1.5.

  	
  “Application Final Approval”

  	
  2

  
	
   

  	
  1.6.

  	
  “Business Day”

  	
  2

  
	
   

  	
  1.7.

  	
  “cGMP”

  	
  2

  
	
   

  	
  1.8.

  	
  “Characterize” or “Characterization”

  	
  2

  
	
   

  	
  1.9.

  	
  “Change in Control”

  	
  3

  
	
   

  	
  1.10.

  	
  “Collaboration Know-How”

  	
  3

  
	
   

  	
  1.11.

  	
  “Collaboration Product”

  	
  3

  
	
   

  	
  1.12.

  	
  “Collaboration Product-Specific Patent Rights”

  	
  3

  
	
   

  	
  1.13.

  	
  “Collaborative Program”

  	
  3

  
	
   

  	
  1.14.

  	
  “Commercial Scale Validation Costs”

  	
  3

  
	
   

  	
  1.15.

  	
  “Commercial Year”

  	
  3

  
	
   

  	
  1.16.

  	
  “Commercialization,” “Commercialize” or
  “Commercializing”

  	
  4

  
	
   

  	
  1.17.

  	
  “Commercialization Costs”

  	
  4

  
	
   

  	
  1.18.

  	
  “Commercially Reasonable”

  	
  4

  
	
   

  	
  1.19.

  	
  “Committee”

  	
  5

  
	
   

  	
  1.20.

  	
  “Community of Interest Letters and Agreements”

  	
  5

  
	
   

  	
  1.21.

  	
  “Confidential Information”

  	
  5

  
	
   

  	
  1.22.

  	
  “Consumer Price Index”

  	
  5

  
	
   

  	
  1.23.

  	
  “Contract Year”

  	
  5

  
	
   

  	
  1.24.

  	
  “Control” or “Controlled”

  	
  5

  
	
   

  	
  1.25.

  	
  “Controlled Contractor”

  	
  5

  
	
   

  	
  1.26.

  	
  “Copaxone-Equivalent Product”

  	
  6

  
	
   

  	
  1.27.

  	
  “Copaxone-Referenced Product”

  	
  6

  
	
   

  	
  1.28.

  	
  “Cost of Goods Sold”

  	
  6

  
	
   

  	
  1.29.

  	
  “Develop” or “Development”

  	
  7

  
	
   

  	
  1.30.

  	
  “Development Costs”

  	
  7

  
	
   

  	
  1.31.

  	
  “EMEA”

  	
  7

  
	
   

  	
  1.32.

  	
  “[**]-Equivalent Product”

  	
  7

  
	
   

  	
  1.33.

  	
  “[**] Product-Specific Patent Rights”

  	
  8

  
	
   

  	
  1.34.

  	
  “[**]-Referenced Product”

  	
  8

  
	
   

  	
  1.35.

  	
  “Equity Agreements”

  	
  8

  
	
   

  	
  1.36.

  	
  “European Territory”

  	
  8

  
	
   

  	
  1.37.

  	
  “Executive Officers”

  	
  8

  
	
   

  	
  1.38.

  	
  “Existing US Lovenox Agreement”

  	
  8

  
	
   

  	
  1.39.

  	
  “FDA”

  	
  8

  
	
   

  	
  1.40.

  	
  “Field”

  	
  8

  
	
   

  	
  1.41.

  	
  “Final ROW Legal Clearance”

  	
  8

  
	
   

  	
  1.42.

  	
  “Final U.S. Legal Clearance”

  	
  9

  
	
   

  	
  1.43.

  	
  “First Commercial Sale”

  	
  9

  
					



 



 i
 









 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  1.44.

  	
  “[**]-Equivalent Product”

  	
  9

  
	
   

  	
  1.45.

  	
  “[**] Product-Specific Patent Rights”

  	
  9

  
	
   

  	
  1.46.

  	
  “[**]-Referenced Product”

  	
  10

  
	
   

  	
  1.47.

  	
  “FTE”

  	
  10

  
	
   

  	
  1.48.

  	
  “FTE Costs”

  	
  10

  
	
   

  	
  1.49.

  	
  “Full Affiliate”

  	
  10

  
	
   

  	
  1.50.

  	
  “Fully-Substitutable” or “Full-Substitutability”

  	
  10

  
	
   

  	
  1.51.

  	
  “GAAP”

  	
  10

  
	
   

  	
  1.52.

  	
  “Glycoprotein Product”

  	
  11

  
	
   

  	
  1.53.

  	
  “Glycoprotein Product-Related Patent Rights”

  	
  11

  
	
   

  	
  1.54.

  	
  “IFRS” means International Financial Reporting
  Standards

  	
  11

  
	
   

  	
  1.55.

  	
  “Improvement”

  	
  11

  
	
   

  	
  1.56.

  	
  “Innovator”

  	
  11

  
	
   

  	
  1.57.

  	
  “Investor Rights Agreement”

  	
  11

  
	
   

  	
  1.58.

  	
  “JAM”

  	
  11

  
	
   

  	
  1.59.

  	
  “Joint Collaboration IP”

  	
  11

  
	
   

  	
  1.60.

  	
  “Joint Collaboration Know-How”

  	
  11

  
	
   

  	
  1.61.

  	
  “Joint Collaboration Patent Rights”

  	
  11

  
	
   

  	
  1.62.

  	
  “Joint Product-Specific Know-How”

  	
  11

  
	
   

  	
  1.63.

  	
  “Joint Product-Specific Patent Rights”

  	
  11

  
	
   

  	
  1.64.

  	
  “Know-How”

  	
  12

  
	
   

  	
  1.65.

  	
  “Label”

  	
  12

  
	
   

  	
  1.66.

  	
  “Launch”

  	
  12

  
	
   

  	
  1.67.

  	
  “Legal Activities”

  	
  12

  
	
   

  	
  1.68.

  	
  “Legal Clearance”

  	
  12

  
	
   

  	
  1.69.

  	
  “Legal Clearance Costs”

  	
  12

  
	
   

  	
  1.70.

  	
  “Legal Costs”

  	
  12

  
	
   

  	
  1.71.

  	
  “Legal Expenses”

  	
  12

  
	
   

  	
  1.72.

  	
  “Lovenox-Equivalent Product”

  	
  13

  
	
   

  	
  1.73.

  	
  “Lovenox-Referenced Product”

  	
  13

  
	
   

  	
  1.74.

  	
  “Marketing Approval”

  	
  13

  
	
   

  	
  1.75.

  	
  “MIT”

  	
  13

  
	
   

  	
  1.76.

  	
  “MIT Agreement”

  	
  13

  
	
   

  	
  1.77.

  	
  “Momenta Collaboration Know-How”

  	
  13

  
	
   

  	
  1.78.

  	
  “Momenta Collaboration Patent Rights”

  	
  14

  
	
   

  	
  1.79.

  	
  “Momenta Indemnified Parties”

  	
  14

  
	
   

  	
  1.80.

  	
  “Momenta IP”

  	
  14

  
	
   

  	
  1.81.

  	
  “Momenta Know-How”

  	
  14

  
	
   

  	
  1.82.

  	
  “Momenta Patent Rights”

  	
  14

  
	
   

  	
  1.83.

  	
  “Momenta Product-Specific Know-How”

  	
  14

  
	
   

  	
  1.84.

  	
  “Momenta Product-Specific Patent Rights”

  	
  14

  
	
   

  	
  1.85.

  	
  “Momenta Profit Percentage”

  	
  14

  
	
   

  	
  1.86.

  	
  “Momenta Third Party Royalty Obligations”

  	
  15

  
	
   

  	
  1.87.

  	
  “MOU”

  	
  15

  
					



 



 ii
 









 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  1.88.

  	
  “MOU Effective Date”

  	
  15

  
	
   

  	
  1.89.

  	
  “Net Sales”

  	
  15

  
	
   

  	
  1.90.

  	
  “Non-Owning Party”

  	
  15

  
	
   

  	
  1.91.

  	
  “Non-Substitutable Product”

  	
  15

  
	
   

  	
  1.92.

  	
  “[**]”

  	
  16

  
	
   

  	
  1.93.

  	
  “[**]”

  	
  16

  
	
   

  	
  1.94.

  	
  “Owning Party”

  	
  16

  
	
   

  	
  1.95.

  	
  “Owning Party’s IP”

  	
  16

  
	
   

  	
  1.96.

  	
  “Paragraph IV Certifications”

  	
  16

  
	
   

  	
  1.97.

  	
  “[**]”

  	
  16

  
	
   

  	
  1.98.

  	
  “Party”

  	
  16

  
	
   

  	
  1.99.

  	
  “Patent Litigation”

  	
  16

  
	
   

  	
  1.100.

  	
  “Patent Right”

  	
  16

  
	
   

  	
  1.101.

  	
  “Person”

  	
  17

  
	
   

  	
  1.102.

  	
  “Pre Final Legal Clearance Launch”

  	
  17

  
	
   

  	
  1.103.

  	
  “Prior Confidentiality Agreements”

  	
  17

  
	
   

  	
  1.104.

  	
  “Prior Obligations”

  	
  17

  
	
   

  	
  1.105.

  	
  “Product”

  	
  17

  
	
   

  	
  1.106.

  	
  “Product-Specific Patent Activities”

  	
  17

  
	
   

  	
  1.107.

  	
  “Product-Specific Patent Costs”

  	
  17

  
	
   

  	
  1.108.

  	
  “Product-Specific Patent Rights”

  	
  17

  
	
   

  	
  1.109.

  	
  “Profits”

  	
  17

  
	
   

  	
  1.110.

  	
  “Quarter”

  	
  18

  
	
   

  	
  1.111.

  	
  “Reference Drug”

  	
  18

  
	
   

  	
  1.112.

  	
  “Reference-Equivalent Product”

  	
  18

  
	
   

  	
  1.113.

  	
  “Region”

  	
  18

  
	
   

  	
  1.114.

  	
  “Regulatory Authority”

  	
  18

  
	
   

  	
  1.115.

  	
  “Related Product”

  	
  18

  
	
   

  	
  1.116.

  	
  “Research Institution”

  	
  18

  
	
   

  	
  1.117.

  	
  “Sandoz Collaboration Know-How”

  	
  18

  
	
   

  	
  1.118.

  	
  “Sandoz Collaboration Patent Rights”

  	
  18

  
	
   

  	
  1.119.

  	
  “Sandoz Indemnified Parties”

  	
  19

  
	
   

  	
  1.120.

  	
  “Sandoz IP”

  	
  19

  
	
   

  	
  1.121.

  	
  “Sandoz Know-How”

  	
  19

  
	
   

  	
  1.122.

  	
  “Sandoz Material”

  	
  19

  
	
   

  	
  1.123.

  	
  “Sandoz MFN Project”

  	
  19

  
	
   

  	
  1.124.

  	
  “Sandoz Patent Rights”

  	
  19

  
	
   

  	
  1.125.

  	
  “Sandoz Product-Specific Know-How”

  	
  19

  
	
   

  	
  1.126.

  	
  “Sandoz Product-Specific Patent Rights”

  	
  19

  
	
   

  	
  1.127.

  	
  “Sanofi-Aventis”

  	
  19

  
	
   

  	
  1.128.

  	
  “Selling Expenses”

  	
  20

  
	
   

  	
  1.129.

  	
  “[**]”

  	
  20

  
	
   

  	
  1.130.

  	
  “Settlement”

  	
  20

  
	
   

  	
  1.131.

  	
  “Settlement Costs”

  	
  20

  
					



 



 iii
 









 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  1.132.

  	
  “Stock Purchase Agreement”

  	
  20

  
	
   

  	
  1.133.

  	
  “Sublicense Income”

  	
  20

  
	
   

  	
  1.134.

  	
  “Territory”

  	
  21

  
	
   

  	
  1.135.

  	
  “Teva”

  	
  21

  
	
   

  	
  1.136.

  	
  “Third Party”

  	
  21

  
	
   

  	
  1.137.

  	
  “Third Party Royalties”

  	
  21

  
	
   

  	
  1.138.

  	
  “[**]”

  	
  21

  
	
   

  	
  1.139.

  	
  “U.S. Territory”

  	
  21

  
	
   

  	
  1.140.

  	
  Other Defined Terms

  	
  21

  
	
  2.

  	
  GRANT OF RIGHTS

  	
  23

  
	
   

  	
  2.1.

  	
  Momenta License Grants

  	
  23

  
	
   

  	
  2.2.

  	
  Sandoz License Grants

  	
  23

  
	
   

  	
  2.3.

  	
  Exclusivity

  	
  24

  
	
   

  	
  2.4.

  	
  Retained Rights

  	
  24

  
	
   

  	
  2.5.

  	
  Third Party Licensor Rights

  	
  24

  
	
   

  	
  2.6.

  	
  Bankruptcy

  	
  25

  
	
  3.

  	
  SANDOZ MFN PROJECTS

  	
  25

  
	
   

  	
  3.1.

  	
  Sandoz MFN Project Rights

  	
  25

  
	
   

  	
  3.2.

  	
  Freedom

  	
  26

  
	
  4.

  	
  FINANCIAL PAYMENTS

  	
  26

  
	
   

  	
  4.1.

  	
  Costs

  	
  26

  
	
   

  	
  4.2.

  	
  Milestone Payments

  	
  28

  
	
   

  	
  4.3.

  	
  Profit and Sublicense Income Sharing

  	
  31

  
	
   

  	
  4.4.

  	
  Payment/Accounting

  	
  31

  
	
  5.

  	
  JOINT DEVELOPMENT AND COMMERCIALIZATION

  	
  33

  
	
   

  	
  5.1.

  	
  Joint Collaboration

  	
  33

  
	
   

  	
  5.2.

  	
  Sandoz Final-Decision Making Authority

  	
  34

  
	
   

  	
  5.3.

  	
  [**]

  	
  34

  
	
   

  	
  5.4.

  	
  Joint Project Team

  	
  34

  
	
   

  	
  5.5.

  	
  Alliance Managers

  	
  35

  
	
   

  	
  5.6.

  	
  Joint Operating Committee

  	
  35

  
	
   

  	
  5.7.

  	
  JOC Responsibilities

  	
  36

  
	
   

  	
  5.8.

  	
  Joint Steering Committee

  	
  36

  
	
   

  	
  5.9.

  	
  JSC Administration

  	
  36

  
	
   

  	
  5.10.

  	
  JSC Responsibilities

  	
  37

  
	
   

  	
  5.11.

  	
  JPT, JOC and/or JSC Meetings

  	
  37

  
	
   

  	
  5.12.

  	
  Termination of Committees

  	
  37

  
	
   

  	
  5.13.

  	
  Annual Collaboration Plans

  	
  37

  
	
   

  	
  5.14.

  	
  Compliance with Laws

  	
  38

  
	
   

  	
  5.15.

  	
  Legal Clearance

  	
  38

  
	
  6.

  	
  ADDITIONAL COMMERCIALIZATION PROVISIONS

  	
  38

  
	
   

  	
  6.1.

  	
  Review and Oversight

  	
  38

  
	
   

  	
  6.2.

  	
  Pre Final Legal Clearance Launch

  	
  39

  
					



 



 iv
 









 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  7.

  	
  REGULATORY MATTERS

  	
  39

  
	
   

  	
  7.1.

  	
  Review and Oversight

  	
  39

  
	
   

  	
  7.2.

  	
  Application Filing

  	
  39

  
	
   

  	
  7.3.

  	
  Ownership Of The Applications

  	
  39

  
	
   

  	
  7.4.

  	
  Application Responsibility

  	
  39

  
	
   

  	
  7.5.

  	
  Regulatory Interaction

  	
  39

  
	
   

  	
  7.6.

  	
  Regulatory Policy

  	
  40

  
	
  8.

  	
  INTELLECTUAL PROPERTY

  	
  40

  
	
   

  	
  8.1.

  	
  Ownership

  	
  40

  
	
   

  	
  8.2.

  	
  Patent Prosecution

  	
  41

  
	
   

  	
  8.3.

  	
  Participation of Other Persons

  	
  45

  
	
   

  	
  8.4.

  	
  Enforcement of Patent Rights

  	
  45

  
	
   

  	
  8.5.

  	
  Claimed Infringement

  	
  50

  
	
   

  	
  8.6.

  	
  Patent Invalidity Claim

  	
  50

  
	
   

  	
  8.7.

  	
  Obligations to Licensors

  	
  50

  
	
   

  	
  8.8.

  	
  Patent Marking

  	
  51

  
	
  9.

  	
  WARRANTIES

  	
  51

  
	
   

  	
  9.1.

  	
  Representations and Warranties of the Parties

  	
  51

  
	
   

  	
  9.2.

  	
  No Reliance by Third Parties

  	
  52

  
	
   

  	
  9.3.

  	
  No Other Warranties

  	
  52

  
	
  10.

  	
  CONFIDENTIALITY

  	
  53

  
	
   

  	
  10.1.

  	
  Prior Confidentiality Agreements

  	
  53

  
	
   

  	
  10.2.

  	
  Confidential Information

  	
  53

  
	
   

  	
  10.3.

  	
  Nondisclosure of Confidential Information

  	
  53

  
	
   

  	
  10.4.

  	
  Exceptions

  	
  53

  
	
   

  	
  10.5.

  	
  Identification

  	
  54

  
	
   

  	
  10.6.

  	
  Equitable Relief

  	
  54

  
	
   

  	
  10.7.

  	
  Survival

  	
  54

  
	
  11.

  	
  TERM & TERMINATION

  	
  54

  
	
   

  	
  11.1.

  	
  Term

  	
  54

  
	
   

  	
  11.2.

  	
  Termination For Cause

  	
  55

  
	
   

  	
  11.3.

  	
  Need for Clinical Trials for Collaboration Products

  	
  55

  
	
   

  	
  11.4.

  	
  Sandoz Termination of Glycoprotein Products

  	
  55

  
	
   

  	
  11.5.

  	
  Momenta Termination of Glycoprotein Products

  	
  56

  
	
   

  	
  11.6.

  	
  Interpretation

  	
  56

  
	
   

  	
  11.7.

  	
  Effects of Termination

  	
  56

  
	
   

  	
  11.8.

  	
  Survival

  	
  64

  
	
   

  	
  11.9.

  	
  Non-Exclusive Remedy

  	
  65

  
	
  12.

  	
  INDEMNIFICATION

  	
  65

  
	
   

  	
  12.1.

  	
  Sandoz Indemnification of Momenta

  	
  65

  
	
   

  	
  12.2.

  	
  Momenta Indemnification of Sandoz

  	
  65

  
	
   

  	
  12.3.

  	
  Final Misappropriation Determination

  	
  66

  
	
   

  	
  12.4.

  	
  Procedure

  	
  66

  
	
   

  	
  12.5.

  	
  Sharing of Legal Expenses

  	
  67

  
	
   

  	
  12.6.

  	
  Insurance

  	
  68

  
					



 



 v
 









 


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  13.

  	
   DISPUTE
  RESOLUTION

  	
  68

  
	
   

  	
  13.1.

  	
  First Level Resolution

  	
  68

  
	
   

  	
  13.2.

  	
  Negotiation Between Executives

  	
  68

  
	
   

  	
  13.3.

  	
  Legal Remedies

  	
  68

  
	
  14.

  	
  ADDITIONAL PROVISIONS

  	
  68

  
	
   

  	
  14.1.

  	
  Entire Agreement

  	
  68

  
	
   

  	
  14.2.

  	
  Amendments and Waiver

  	
  69

  
	
   

  	
  14.3.

  	
  Assignment

  	
  69

  
	
   

  	
  14.4.

  	
  Nature of Relationship

  	
  69

  
	
   

  	
  14.5.

  	
  Notices

  	
  70

  
	
   

  	
  14.6.

  	
  Governing Law

  	
  70

  
	
   

  	
  14.7.

  	
  Jurisdiction and Venue

  	
  71

  
	
   

  	
  14.8.

  	
  Jury Waiver

  	
  71

  
	
   

  	
  14.9.

  	
  Counterparts; Facsimile Signature

  	
  71

  
	
   

  	
  14.10.

  	
  Severability

  	
  71

  
	
   

  	
  14.11.

  	
  Expenses

  	
  71

  
	
   

  	
  14.12.

  	
  Further Actions and Documents

  	
  71

  
	
   

  	
  14.13.

  	
  Use of Trade Names and Trademarks

  	
  71

  
	
   

  	
  14.14.

  	
  Affiliates

  	
  72

  
	
   

  	
  14.15.

  	
  Exports

  	
  72

  
	
   

  	
  14.16.

  	
  Force Majeure

  	
  72

  
	
   

  	
  14.17.

  	
  Non-Use of MIT Name

  	
  72

  
	
   

  	
  14.18.

  	
  Headings

  	
  72

  
	
   

  	
  14.19.

  	
  Construction

  	
  73

  
	
   

  	
  14.20.

  	
  No Consequential Damages

  	
  73

  
					



 


	
  Schedule  1.28

  	
  –

  	
  Cost of Goods Sold

  
	
  Schedule  1.82

  	
  –

  	
  Current Momenta Patent Rights

  
	
  Schedule  1.89

  	
  –

  	
  Net Sales

  
	
  Schedule  1.124

  	
  –

  	
  Current Sandoz Patent Rights

  



 



 vi















EXECUTION
VERSION


COLLABORATION AND LICENSE
AGREEMENT


This Collaboration and License Agreement (“Agreement”)
is entered into as of this 13th day of June, 2007 (“Effective Date”), by
and between Momenta Pharmaceuticals, Inc., a Delaware corporation (“Momenta”)
with a principal place of business at 675 West Kendall Street, Cambridge, MA
02142, and Sandoz AG, a Swiss corporation (“Sandoz”) with a principal
place of business at Lichtstraße 35, CH 4056 Basel BS, Switzerland.


RECITALS


WHEREAS, Momenta is a biotechnology company with
specific expertise in the science of complex mixtures of peptides, sugars and
polysaccharides; their structures, their compositional analysis, their
sequencing, and their characterization;


WHEREAS, Sandoz has substantial knowledge and expertise
in the research, development, manufacture and sale of pharmaceuticals;


WHEREAS, Sandoz and Momenta wish to collaborate to
develop and commercialize the Products (as defined herein), under the terms and
conditions specified herein; and


WHEREAS, Sandoz  Inc., an Affiliate of Sandoz, and Sandoz AG
(via assignment from Sandoz N.V. (f.k.a. Biochemie West Indies, N.V.))
and Momenta are parties to the Existing US Lovenox Agreement (as defined
herein), which relates to the development and commercialization of the
Lovenox-Referenced Product (as defined herein) in the U.S. Territory (as
defined herein);


NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, the Parties agree as follows:


1.                    DEFINITIONS


When used in this Agreement, each of the following
terms shall have the meanings set forth in this Article 1:


1.1.          “Affiliate”.  Affiliate means any corporation, company,
partnership, joint venture and/or firm that controls, is controlled by, or is
under common control with a Person.  For
purposes of this Section 1.1, “control” means (a) in the case of
corporate entities, direct or indirect ownership of at least fifty percent
(50%) of the stock or shares having the right to vote for the election of
directors, and (b) in the case of non-corporate entities, direct or indirect
ownership of at least fifty percent (50%) of the equity interest with the power
to direct the management and policies of such non-corporate entities.  The Parties acknowledge that in the case of
certain entities organized under the laws of certain countries outside the
United States, the maximum percentage ownership permitted by law for a foreign
investor may be less than fifty percent (50%), and that in such case such lower
percentage shall be substituted in the preceding sentence, provided  that
such foreign investor has the power to direct the management and policies of
such entity.



 1
 









1.2.          “[**]”. 
[**] means (a) [**] (b) its Affiliates, (c) any Person licensed to
distribute by [**] or its Affiliates for an [**]-Equivalent Product (the
Persons described in Sections 1.2(a), (b) and (c), collectively, the “[**]
Persons”), and (d) the successors and assigns of any [**] Persons with
respect to any rights to any [**]-Equivalent Product.


1.3.          “Annual Collaboration Plan”.  Annual Collaboration Plan means, with respect
to a Product, the Development, Commercialization and Legal Activities plan for
such Product, including goals, responsibilities, budgets and timelines for such
activities, to be developed by the applicable JPT, submitted to the JOC, and
approved by the JSC for each Contract Year, and including forecasts for
subsequent Contract Years, in accordance with this Agreement.


1.4.          “Application”.  Application means:  (a) with respect to the U.S. Territory, any
of the following:  (i) an Abbreviated New
Drug Application filed with the FDA or any successor applications or procedures
seeking authorization and approval to manufacture, package, ship, and sell a
product in the U.S. Territory; (ii) any other regulatory filing in the U.S.
Territory, including without limitation filings that are similar to filings
under clause (i), such as a BLA, an NDA, supplemental NDA or an application
pursuant to Section 505(b)(2) of the United States Federal Food, Drug, and
Cosmetic Act (the “FD&C Act”) or pursuant to the United States
Public Health Service Act; and (iii) all supplements and amendments that may be
filed with respect to the foregoing; and (b) with respect to any other relevant
jurisdiction in the world, any equivalent of the items in clause (a) in such
jurisdiction, including, without limitation, any Marketing Approval Application
filed with any Regulatory Authority (including the EMEA and the European
Commission, as applicable) in the European Territory.


1.5.          “Application Final Approval”.  Application Final Approval means, with
respect to a Product in a country in the relevant Territory or, for the
relevant purposes of Section 4.2.1, a Fully-Substitutable Copaxone-Equivalent
Product in the U.S. Territory, the granting by the relevant Regulatory
Authority of final Marketing Approval (with “Marketing Approval” and its
incorporated terms applying to the Copaxone-Equivalent Product to the same
extent as they apply to Products) for an Application for such Product or
Fully-Substitutable Copaxone-Equivalent Product, respectively, in such country.


1.6.          “Business Day”.  Business Day means any day that is not a
Saturday, Sunday or other day on which commercial banks located in the State of
New York and Munich, Germany are authorized or required to be closed.


1.7.          “cGMP”.  cGMP means current good manufacturing
practices as set forth in Title 21, Parts 210 and 211 of the CFR, as
established by FDA or as set forth in analogous foreign laws or foreign
regulations as established by foreign Regulatory Authorities, as applicable.


1.8.          “Characterize” or “Characterization”.  Characterize or Characterization, with
respect to a Product, means chemical, physical and biological characterization
of such Product and the applicable Reference Drug with sufficient specificity,
and documentation thereof as is necessary to establish to the satisfaction of
the relevant Regulatory Authority in the respective Territory that the active
ingredient of such Product is the same as that of the applicable Reference
Drug, as required to submit an Application.



 2
 









1.9.          “Change in Control”.  Change in Control means, with respect to a
Party, the closing of a tender offer, stock purchase, other stock acquisition,
merger, consolidation, recapitalization, reverse split, sale or transfer of
assets or other transaction (a “Transaction”), as a result of which any
Person or group (as such term is defined under Section 13(d) of the Securities
Exchange Act of 1934, as amended) (a) becomes the beneficial owner, directly or
indirectly, of securities of such Party representing more than fifty percent
(50%) of the common stock of such Party or representing more than fifty percent
(50%) of the combined voting power with respect to the election of directors
(or members of any other governing body) of such Party’s then outstanding
securities, (b) obtains the ability to appoint a majority of the Board of
Directors (or other governing body) of such Party or (c) obtains the ability to
direct the operations or management of such Party or any successor to such
Party’s business, unless, immediately following such Transaction, all or
substantially all of the Persons and groups who were the beneficial owners of
such Party’s voting securities immediately prior to such Transaction
beneficially own, directly or indirectly, more than fifty percent (50%) of the
combined voting securities of the resulting or surviving entity in such
Transaction; provided, however, that a Change in Control shall
not result from any Transaction that occurs solely between such Party and any
one or more of its then-current Affiliates.


1.10.        “Collaboration Know-How”.  Collaboration Know-How means Sandoz
Collaboration Know-How, Joint Collaboration Know-How and Momenta Collaboration
Know-How.


1.11.        “Collaboration Product”.  Collaboration Product means each of the
Copaxone-Referenced Product and the Lovenox-Referenced Product.


1.12.        “Collaboration Product-Specific Patent
Rights”.  Collaboration
Product-Specific Patent Rights means the Product-Specific Patent Rights, other
than [**] Product-Specific Patent Rights and [**] Product-Specific Patent
Rights.


1.13.        “Collaborative Program”.  Collaborative Program means the Development
and Commercialization of, and conduct of Legal Activities with respect to, the
Products in the relevant Territories, as applicable, within the Field, under
this Agreement as described in Articles 5, 6 and 7 and in the Annual
Collaboration Plans.


1.14.        “Commercial Scale Validation Costs”.  Commercial Scale Validation Costs means, with
respect to a Product, each Party’s FTE Costs, and all out-of-pocket costs paid
by Sandoz or Momenta to Third Parties after the Effective Date, in connection
with validation of commercial scale process (for drug substance and drug
product, as well as associated stability studies) for such Product for sale in
the relevant Territory pursuant to this Agreement, which, with respect to such
costs that are borne in whole or in part by the other Party, are incurred in
accordance with the relevant Annual Collaboration Plan, and any capital
investment with respect thereto. 
Commercial Scale Validation Costs with respect to a Product also include
failed validation batches with respect to such Product.


1.15.        “Commercial Year”.  Commercial Year means, with respect to the
Copaxone-Referenced Product and the Lovenox-Referenced Product, respectively,
the twelve (12) month period beginning on the first day of the calendar month immediately
following the First



 3
 









Commercial Sale of such Product in any country in the U.S. Territory
(for the Copaxone-Referenced Product) or the European Territory (for the
Lovenox-Referenced Product), respectively (the first Commercial Year), and (b)
each twelve (12) month period beginning on the anniversary of such day (the
second Commercial Year, the third Commercial Year, etc.).


1.16.        “Commercialization,” “Commercialize”
or “Commercializing”. 
Commercialization, Commercialize or Commercializing means, with respect
to a Product, any and all activities directed to (a) commercial manufacturing
(including, without limitation, the manufacture of commercial supply for
distribution in the relevant Territory and the manufacture of commercial
inventory); (b) marketing, promoting, distributing, importing, offering for
sale and/or selling such Product; and (c) post-Launch regulatory affairs for such
Product.  “Commercialization,” “Commercialize”
or “Commercializing” does not include Development or Legal Activities.


1.17.        “Commercialization Costs”.  Commercialization Costs means, with respect
to a Product, each Party’s FTE Costs, and all out-of-pocket costs paid by
Sandoz or Momenta to Third Parties after the Effective Date, in connection with
(a) Commercializing such Product for sale in the relevant Territory pursuant to
this Agreement, which, with respect to such costs that are borne in whole or in
part by the other Party, are incurred in accordance with the relevant Annual
Collaboration Plan, (b) any capital investment with respect to
Commercialization, and (c) Commercial Scale Validation Costs.  Commercialization Costs with respect to a
Product also include inventory not sold with respect to such Product.  Commercialization Costs do not include (a)
Development Costs, (b) the Momenta Third Party Royalty Obligations, (c) Third
Party Royalties, (d) Product-Specific Patent Costs or other patent costs allocated
pursuant to Article 8, (e) Legal Expenses, or (f) amounts relating to
commercializing the Lovenox-Referenced Product in the U.S. Territory.  For the avoidance of doubt, Commercialization
Costs shall [**].  If Sandoz requests
Momenta’s assistance with commercial manufacturing activities, Sandoz will
reimburse aspects of Cost of Goods Sold that are performed by Momenta within
[**] days after receipt of such invoice.


1.18.         “Commercially Reasonable”.  Commercially Reasonable means, with respect
to the efforts to be expended by a Party with respect to any objective or with
respect to the decision to be made by a Party, reasonable, diligent, good faith
efforts to accomplish such objective as such Party would normally use to
accomplish a similar objective, or making such decision in reasonable, good
faith as such Party would normally make, in each case under similar
circumstances exercising reasonable business judgment, it being understood and
agreed that, with respect to the Development or Commercialization of a Product
or Legal Activities, such efforts, or decisions, shall be substantially
equivalent to those efforts and resources commonly used, or decisions commonly
made, by such Party for a product owned by it or to which it has rights, which
product is at a similar stage in its development or product life and is of
similar market potential, taking into account efficacy, safety, approved
labeling, the competitiveness of alternative products in the marketplace, the
patent and other proprietary position of the Product, the likelihood of
regulatory approval given the regulatory structure involved, the profitability
of the Product, alternative products and other relevant factors commonly
considered in similar circumstances.  It
is anticipated that the level of effort, and the decisions, will change over
time, reflecting changes in the status of the Product.



 4
 









1.19.        “Committee”.  Committee means each of the JSC, the JOC,
each JPT, the Regulatory and Policy Strategy Team and the Legal / Intellectual
Property Team.


1.20.        “Community of Interest Letters and
Agreements”.  Community of Interest
Letters and Agreements means the two Community of Interest letters between
Momenta, on the one hand, and [**], on the other hand, dated as of [**], and
the Agreement [**], between Momenta, on the one hand, and [**], on the other
hand, dated [**]; and all revisions and modifications thereto agreed upon in
writing by the Parties.


1.21.        “Confidential Information”.  Confidential Information means all Know-How
or other confidential or proprietary information and materials (whether or not
patentable) regarding a Party’s technology, products or business, which (a) if
disclosed in writing, is designated as confidential in writing by the
Disclosing Party, whether by letter or by the use of an appropriate stamp or
legend, prior to or at the time any such Know-How or other information or
material is disclosed by the Disclosing Party to the Receiving Party, (b) if
disclosed orally or visually, is identified as confidential at the time of disclosure,
or (c) is of the type that is customarily considered to be confidential by
persons engaged in activities that are substantially similar to the activities
being engaged in by the Parties pursuant to this Agreement.  “Confidential Information” shall not
include information:  (i) which is or
becomes generally available to the public other than as a result of disclosure
thereof by the Receiving Party; (ii) which is lawfully received by the
Receiving Party on a non-confidential basis from a Third Party that is not
itself under any obligation of confidentiality or nondisclosure to the
Disclosing Party or any other Person with respect to such information; (iii)
which is already known to the Receiving Party at the time of disclosure by the
Disclosing Party, or (iv) which can be shown by the Receiving Party to have
been independently developed by the Receiving Party without reference to the
Disclosing Party’s Confidential Information.


1.22.        “Consumer Price Index”.  Consumer Price Index means the Consumer Price
Index — Urban Wage Earners and Clerical Workers, U.S. City Average, All Items,
1982-84 = 100, published by the United States Department of Labor, Bureau of
Labor Statistics (or its successor equivalent index).


1.23.        “Contract Year”.  Contract Year means the period beginning on
the Effective Date and ending on December 31, 2007 (the “First Contract Year”),
and/or each succeeding twelve (12) month calendar year period thereafter during
the Term (referred to as the “Second Contract Year”, “Third Contract
Year”, etc.).


1.24.        “Control” or “Controlled”.  Control or Controlled means with respect to
any item of Know-How or any intellectual property right, the possession,
whether by ownership or license (other than pursuant to a license granted under
this Agreement or the Existing US Lovenox Agreement), by a Party or any of its
Affiliates of the ability to grant to the other Party access and/or a license
as provided herein under such item or right without violating the terms of any
agreement or arrangement with any Third Party existing before or after the
Effective Date.


1.25.        “Controlled Contractor”.  Controlled Contractor means (a) a Third Party
contractor such as a contract research organization, contract service
organization, contract



 5
 









employee, consultant and the like who merely conducts activities on
behalf of such Party and is subject to such Party’s supervision and control, or
(b) a Third Party contract manufacturer.


1.26.        “Copaxone-Equivalent Product”.  Copaxone-Equivalent Product means (a)
Copaxone® in injectable form sold as a brand, including Copaxone® if sold by
Teva and/or its co-distributors or licensees using another tradename
(collectively, “Branded Copaxone”), or (b) any injectable product sold
in the relevant Territory (other than Branded Copaxone) that is a generic
A-rated therapeutically equivalent, for the U.S. Territory, or foreign
equivalent thereof, to Copaxone® in injectable form.  For the avoidance of doubt,
Copaxone-Equivalent Product excludes any new chemical entities.


1.27.        “Copaxone-Referenced Product”.  Copaxone-Referenced Product means injectable
(syringe and vial) glatiramer acetate for which (a) the reference listed drug
is (i) listed in US New Drug Application No. 020622 or (ii) equivalents of such
reference listed drug in each other country in the relevant Territory, and (b)
an Application could be approved by the relevant Regulatory Authority.  For the avoidance of doubt,
Copaxone-Referenced Product excludes any new chemical entities.


1.28.        “Cost of Goods Sold”.  Cost of Goods Sold means, with respect to a
Product, the aggregate of each Party’s cost to commercially manufacture, test,
package and/or Label such Product (including the buildup of commercial
inventory), calculated as follows (“Cost”):


1.28.1.     For such Product, the cost
for manufacturing, testing, packaging, and/or Labeling performed by a Third
Party shall equal the costs as invoiced by such Third Party for the
manufacture, testing, packaging and/or Labeling of the specified quantity of
such Product; and


1.28.2.     For such Product, the cost
for manufacturing, testing, packaging, and/or Labeling performed by Sandoz or
its Affiliates shall equal the costs that are incurred by Sandoz or its
Affiliates in connection with the manufacture, testing, packaging, Labeling and
delivery to a warehouse(s) designated by Sandoz of the specified quantity of
such Product, calculated pursuant to the Novartis principal accounting policies
(as detailed in Schedule 1.28), and determined from the books and
records of Sandoz or its Affiliates maintained in accordance with GAAP or IFRS,
consistently applied.


1.28.3.     For such Product, any
Commercialization activities performed by Momenta pursuant to this Agreement
shall be calculated on a fee-for-service basis, based on the number of machine
hours, FTEs, consumables and similar measurable quantities, as well as
administrative charges, calculated at the rates which Momenta would charge to
Third Parties on an arms-length basis, and with such amounts determined from
the books and records of Momenta or its Affiliates maintained in accordance
with GAAP, consistently applied.


Sandoz, through its relevant Affiliates, retains the
right to modify the Novartis principal accounting policies to comply with
specific changes in GAAP or IFRS.  The
revised calculation of Cost of Goods Sold resulting from such modifications is
subject to the consent of Momenta, such consent not to be unreasonably
withheld.



 6
 









Cost of Goods Sold must be calculated with reasonable
approximation to actual costs (use of standard cost plus variances (purchase
price, production, etc) to achieve actual costs), including provisions for and
subsequent charges to obsolescence.  The
Cost of free goods is included in Cost of Goods Sold.


If Third Party Royalties are payable with respect to a
Collaboration Product after Launch of such Product in the relevant country,
such amounts shall be included in Cost of Goods Sold for purposes of
calculating the Profits with respect to such Product, subject to Section
4.1.5.  For the sake of clarity, Third
Party Royalties with respect to Glycoprotein Products shall be borne in
accordance with Section 4.1.5.


Notwithstanding the foregoing, Cost of Goods Sold
hereunder excludes Costs relating to the Lovenox-Referenced Product in the U.S.
Territory.


1.29.        “Develop” or “Development”.  Develop or Development means, with respect to
a Product, all activities up to and including development of commercial scale
process for such Product, whether such activities are conducted prior to the
filing of the relevant Application(s) for such Product in the relevant
country(ies) in the relevant Territory or thereafter until Application Final
Approval of such Product in each such country, including:  (a) Characterization of such Product; (b)
preclinical and, if applicable, clinical studies, bioequivalence studies,
development of analytical assays, stability studies and quality
analysis/quality control development; (c) formulation, process development and
development of commercial scale process; (d) validation of commercial scale
process (for drug substance and drug product, as well as associated stability
studies) (but all costs with respect thereto are included in Commercialization
Costs as Commercial Scale Validation Costs); (e) statistical analysis; and (f)
pre-Launch regulatory affairs (including legal activities with respect
thereto).  Notwithstanding the foregoing,
“Develop” or “Development” does not include Commercialization or
Legal Activities.


1.30.        “Development Costs”.  Development Costs means, with respect to a
Product, each Party’s FTE Costs (collectively) and all out-of-pocket costs paid
by Sandoz or Momenta to Third Parties (collectively) after the Effective Date
in connection with the Development (other than Commercial Scale Validation
Costs) of such Product for commercialization in the relevant Territory
(including, without limitation, Controlled Contractors in connection with the
Development of such Product) which, with respect to such costs that are borne
in whole or in part by the other Party, are incurred in accordance with the relevant
Annual Collaboration Plan.  Development
Costs do not include:  (a) Momenta Third
Party Royalty Obligations; (b) Third Party Royalties; (c) Commercialization
Costs; (d) Product-Specific Patent Costs or other patent costs allocated
pursuant to Article 8; (e) Legal Expenses; (f) amounts relating to the
development of the Lovenox-Referenced Product in the U.S. Territory; or (g)
Commercial Scale Validation Costs.


1.31.        “EMEA”.  EMEA means The European Agency for the
Evaluation of Medicinal Products.


1.32.        “[**]-Equivalent Product”.  [**]-Equivalent Product means (a) [**] in
injectable form sold as a brand, including [**] using another tradename
(collectively, “Branded [**]”), or



 7
 









(b) any injectable product sold in the U.S. Territory (other than
Branded [**]) that is a generic A-rated therapeutically equivalent to [**] in
injectable form.  For the avoidance of
doubt, an [**]-Equivalent Product excludes any new chemical entities.  The Parties agree that the product sold as
the brand [**] shall not be considered an [**]-Equivalent Product.


1.33.        “[**] Product-Specific Patent Rights”.  [**] Product-Specific Patent Rights means
those Sandoz Product-Specific Patent Rights, Momenta Product-Specific Patent
Rights and Joint Product-Specific Patent Rights that solely relate to the
[**]-Referenced Product and do not relate to, and cannot reasonably be used
with, any other product or for any general purpose.


1.34.        “[**]-Referenced Product”.  [**]-Referenced Product means injectable [**]
for which the reference listed drug is [**] as listed in U.S. Biologic License
Application No. [**] and for which an Application could be approved by the FDA
for the U.S. Territory and which product has (a) [**], (b) [**], and (c) [**].  For
the avoidance of doubt, [**]-Referenced Product excludes any new chemical
entities.  For clarity, any product for
which an Application citing [**] as the reference listed drug could be approved
shall not be considered an [**]-Referenced Product.


1.35.        “Equity Agreements”.  Equity Agreements means the Stock Purchase
Agreement and the Investor Rights Agreement.


1.36.        “European Territory”.  European Territory means (a) the member
states of the European Union, as may be revised from time to time, and (b)
Andorra, Iceland, Liechtenstein, Monaco, Norway, Switzerland, San Marino and
Vatican City.


1.37.        “Executive Officers”.  Executive Officers means (a) with respect to
the First Contract Year, the Chief Executive Officer of Sandoz and the Chief
Executive Officer of Momenta, and (b) thereafter, with respect to each Party,
(i) the Chief Executive Officer of such Party or (ii) a global vice-president
(or other title) who reports directly to the Chief Executive Officer of such
Party and who is not then a co-chair of the JSC or JOC.


1.38.        “Existing US Lovenox Agreement”.  Existing US Lovenox Agreement means the
Collaboration and License Agreement, dated November 1, 2003, by and among
Momenta, Sandoz Inc. and Sandoz AG (via assignment from Sandoz N.V. (f.k.a.
Biochemie West Indies, N.V.)), as may be amended from time to time.


1.39.        “FDA”. 
FDA means the United States Food and Drug Administration, or any
successor agency thereto.


1.40.        “Field”. 
Field means the injectable administration of the Products for all
therapeutic indications.


1.41.        “Final ROW Legal Clearance”.   Final ROW Legal Clearance means, with
respect to a Product in a country in the Territory but outside the U.S.
Territory, the earliest of:  (i) receipt
by a Party or any of its Affiliates of a final, unappealable judgment that
determines that marketing of such Product does not infringe the relevant
Innovator’s Patent Rights (due to non-infringement, invalidity and/or
unenforceability); or (ii) receipt by a Third Party of a final, unappealable
judgment in a patent infringement suit between the relevant Innovator and such



 8
 









Third Party, which would permit the marketing of such Product without
infringing the relevant Innovator’s Patent Rights, either (A) because such
Patent Rights have been declared invalid or unenforceable, or (B) as determined
by the JSC in its judgment, even if such Patent Rights have not been declared
invalid or unenforceable; or (iii) a Settlement with respect to all such Patent
Rights.


1.42.        “Final U.S. Legal Clearance”.  Final U.S. Legal Clearance means, with
respect to a Product in the U.S. Territory, (a) the absence of Patent
Litigation, in the U.S. Territory, (i) pursuant to 21 U.S.C. 355(c)(3)(C) or
355(j)(5)(B)(iii) with respect to the patents listed in the Orange Book and/or
any subsequent similar compendium for the relevant Reference Drug (any of the
foregoing compendia, the “Orange Book”), such patents, “Orange Book
Patent Rights”) if an Orange Book patent filing is legally permitted or
required with respect to the Reference Drug, or (ii) with respect to the
relevant Innovator’s Patent Rights, if an Orange Book patent filing is not
legally available for the Reference Drug, in each of cases (i) and (ii), prior
to the granting of Application Final Approval for such Product in such country,
or (b) in the event that such Patent Litigation occurs in such country prior to
the granting of Application Final Approval for such Product, the earliest
of:  (i) receipt by a Party or any of its
Affiliates of a final, unappealable judgment that determines that marketing of
such Product does not infringe (A) the relevant Innovator’s Orange Book Patent
Rights if an Orange Book patent filing is legally permitted or required for the
Reference Drug, or (B) the relevant Innovator’s Patent Rights, if an Orange
Book patent filing is not legally available for the Reference Drug; or (ii)
receipt by a Third Party of a final, unappealable judgment in a patent
infringement suit between the relevant Innovator and such Third Party, which
would permit the marketing of such Product without infringing (A) the relevant
Innovator’s Orange Book Patent Rights if an Orange Book patent filing is
legally permitted or required for the Reference Drug, or (B) the relevant
Innovator’s Patent Rights, if an Orange Book patent filing is not legally
available for the Reference Drug, either (y) because such Patent Rights have
been declared invalid or unenforceable, or (z) as determined by the JSC, even
if such Patent Rights have not been declared invalid or unenforceable; or (iii)
a Settlement with respect to all such Patent Rights.


1.43.         “First Commercial Sale”.  First Commercial Sale means, with respect to
a Product in a country in the relevant Territory, the first commercial sale of
such Product in such country by Sandoz, its Affiliates and/or distributors, or
by sublicensees approved by the Parties. 
Sales for test marketing, clinical trial purposes or compassionate or
similar use shall not give rise to a First Commercial Sale.


1.44.        “[**]-Equivalent Product”.  [**]-Equivalent Product means (a) [**] in
injectable form sold as a brand, including [**] using another tradename and/or
[**] using another tradename (collectively, “Branded [**]”), or (b) any
injectable product sold in the European Territory (other than Branded [**])
that is granted or has a rating equivalent to a U.S. generic A-rated
therapeutically equivalent to [**] in injectable form.  For the avoidance of doubt, [**]-Equivalent
Product excludes any new chemical entities.


1.45.        “[**] Product-Specific Patent Rights”.  [**] Product-Specific Patent Rights means
those Sandoz Product-Specific Patent Rights, Momenta Product-Specific Patent
Rights and Joint Product-Specific Patent Rights that solely relate to the
[**]-Referenced Product and do not relate to, and cannot reasonably be used
with, any other product or for any general purpose.



 9
 









1.46.        “[**]-Referenced Product”.  [**]-Referenced Product means injectable [**]
for which (A) the reference listed drug is (i) [**] as listed in any of the
Marketing Authorizations with the base No. [**] granted by the European
Commission or [**] as listed in the Marketing Authorizations with the base No.
[**] granted by the European Commission, or (ii) [**] as listed in any further
national marketing authorizations granted by authorities of countries in the
European Territory other than the member states of the European Union, Norway,
Iceland and Liechtenstein, or, (iii) listed in any duplicate of the aforesaid
Marketing Authorizations under (i) or (ii) which is based on an essentially
identical dossier, and for which (B) an Application could be approved by the
European Commission for the European Territory and which product has (x) [**],
(y) [**], and (z) [**].  For the
avoidance of doubt, [**]-Referenced Product excludes any new chemical entities.


1.47.        “FTE”. 
FTE means a full time equivalent person year (consisting of a total of
[**] hours per year) of scientific, legal, technical or managerial work on or
directly related to the Collaborative Program.


1.48.        “FTE Costs”.  FTE Costs means U.S.$[**] per FTE, increased
or decreased in each calendar year by the percentage increase or decrease in
the Consumer Price Index as of the then most recent December 31 over the level
of the Consumer Price Index as of December 31, 2005.


1.49.        “Full Affiliate”.  Full Affiliate means any corporation,
company, partnership, joint venture and/or firm that fully controls, is fully
controlled by, or is under common full control with a Person.  For purposes of this Section 1.49, “full
control” means (a) in the case of corporate entities, direct or indirect
ownership of one hundred percent (100%) of the stock or shares having the right
to vote for the election of directors, and (b) in the case of non-corporate
entities, direct or indirect ownership of one hundred percent (100%) of the
equity interest with the power to direct the management and policies of such
non-corporate entities.


1.50.        “Fully-Substitutable” or “Full-Substitutability”.  “Fully-Substitutable” or “Full-Substitutability”
means (a) with respect to a Collaboration Product or, for the relevant purposes
of Section 4.2, a Copaxone-Equivalent Product or Lovenox-Equivalent Product,
the authorized claim of A-rated therapeutically equivalent or otherwise
therapeutically equivalent, as defined in the Orange Book, with respect to the
U.S. Territory, or the foreign equivalent thereof in the relevant country in
the relevant Territory (outside the U.S. Territory), and (b) with respect to a
Glycoprotein Product, (i) with respect to the U.S. Territory, a determination
by the FDA of therapeutic equivalence or other interchangeability with the
relevant Reference Drug, and (ii) with respect to the applicable Territory
(outside the U.S. Territory), (A) a determination of interchangeability with
the relevant Reference Drug permitting the physician to switch the relevant
Reference Drug with the relevant Glycoprotein Product, which determination has
been made by the appropriate Regulatory Authority or by applicable laws or
regulations, or (B) other substitutability with the relevant Reference Drug for
the relevant Territory for the purpose of payor reimbursement, which has been
established by a grant of the competent Regulatory Authority or by applicable
laws or regulations.


1.51.        “GAAP”. 
GAAP means United States Generally Accepted Accounting Principles.



 10















1.52.        “Glycoprotein
Product”.  Glycoprotein Product means
each of the [**]-Referenced Product and the [**]-Referenced Product.


1.53.        “Glycoprotein
Product-Related Patent Rights”. 
Glycoprotein Product-Related Patent Rights means Patent Rights covering
Collaboration Know-How in the relevant Territory, which directly cover
(including claims that recite the composition of matter) any Glycoprotein
Product, including [**] Product-Specific Patent Rights and
[**]-Product-Specific Patent Rights.


1.54.        “IFRS”
means International Financial Reporting Standards.


1.55.        “Improvement”.  Improvement means any enhancement to Sandoz
Know-How, Momenta Know-How, Sandoz Collaboration Know-How or Momenta
Collaboration Know-How, as the case may be, based on and arising from exposure
to such Know-How and made during the conduct of the Collaborative Program,
including enhancements made to such Improvements during the conduct of the
Collaborative Program.


1.56.        “Innovator”.  Innovator means (a) with respect to the
Copaxone-Referenced Product, Teva; (b) with respect to the Lovenox-Referenced
Product, Sanofi-Aventis; (c) with respect to the [**]-Referenced Product, [**]
and [**], collectively; and (d) with respect to the [**]-Referenced Product,
[**] and/or [**].


1.57.        “Investor
Rights Agreement”.  Investor Rights
Agreement means the Investor Rights Agreement entered into by Momenta and
Novartis Pharma AG on July 25, 2006.


1.58.        “JAM”.  JAM means Joint Alliance Manager.


1.59.        “Joint
Collaboration IP”.  Joint
Collaboration IP means Joint Collaboration Know-How and Joint Collaboration
Patent Rights.


1.60.        “Joint
Collaboration Know-How”.  Joint
Collaboration Know-How means all Know-How (other than works of authorship)
conceived, or, solely with respect to works of authorship, authored, jointly by
Sandoz or its Affiliates, on the one hand, and Momenta or its Affiliates, on
the other hand, during and in the conduct of the Collaborative Program,
excluding those Improvements to Sandoz Know-How, Improvements to Sandoz
Collaboration Know-How, Improvements to Momenta Know-How or Improvements to
Momenta Collaboration Know-How which are made jointly by Sandoz or its
Affiliates, on the one hand, and Momenta or its Affiliates, on the other hand.


1.61.        “Joint
Collaboration Patent Rights”.  Joint
Collaboration Patent Rights means all Patent Rights throughout the world
covering the Joint Collaboration Know-How.


1.62.        “Joint
Product-Specific Know-How”.  Joint
Product-Specific Know-How means all Joint Collaboration Know-How that solely
relates to the Product(s) and does not relate, and cannot reasonably be used
with, any other product or for any other general purpose.


1.63.        “Joint
Product-Specific Patent Rights”. 
Joint Product-Specific Patent Rights means all Patent Rights throughout
the world covering Joint Product-Specific Know-How.



 11
 









1.64.        “Know-How”.  Know-How means any information and material
that is confidential and proprietary, including, without limitation, ideas,
concepts, discoveries, inventions, developments, improvements, know-how, trade
secrets, designs, devices, equipment, process conditions, algorithms, notation
systems, works of authorship, computer programs, technologies, formulas,
techniques, methods, procedures, assay systems, applications, data,
documentation, reports, sugars, polysaccharides, heparinases, enzymes,
reagents, glycoproteins, proteins, peptides, glycoconjugates, primers,
plasmids, vectors, expression systems, cells, cell lines, antibodies,
organisms, chemical compounds, products, specifications and formulations,
whether patentable or otherwise. 
Know-How shall also include non-confidential information and material to
the extent such information and material first lost its confidentiality by
virtue of its disclosure in an issued patent or published patent application, a
filing with a Regulatory Authority or as part of a legal proceeding.


1.65.        “Label”.  Label means, with respect to a Product, any
package labeling designed for use with such Product, pursuant to the terms of
this Agreement, in accordance with cGMP, including the package insert for such
Product, that is approved by the relevant Regulatory Authority pursuant to the
terms of this Agreement; and any variation of such term, such as “Labeled”
or “Labeling”, means the act of doing the foregoing, and “Labeler”
means a Party or Third Party who performs the act of Labeling.


1.66.        “Launch”.  Launch means, with respect to a Product in a
country in the relevant Territory, the date when Sandoz, its Affiliates or
distributors achieve the First Commercial Sale of such Product in such country.


1.67.        “Legal
Activities”.  Legal Activities means
(a) all Product-Specific Patent Activities, and (b) all activities with respect
to Legal Clearance.


1.68.        “Legal
Clearance”.  Legal Clearance means,
with respect to a Product in a country in the relevant Territory, Final ROW
Legal Clearance or Final U.S. Legal Clearance, as applicable, including all
Patent Litigation activities necessary or beneficial to achieve such Final ROW
Legal Clearance or Final U.S. Legal Clearance, as applicable.


1.69.        “Legal
Clearance Costs”.  Legal Clearance
Costs means, with respect to a Product, all legal fees and expenses incurred to
achieve Legal Clearance with respect to such Product, or otherwise to achieve
Marketing Approval of any Product, excluding (a) Settlement Costs with respect
thereto, and (b) amounts relating to achieving legal clearance for the
Lovenox-Referenced Product in the U.S. Territory.


1.70.        “Legal
Costs”.  Legal Costs means, with
respect to a Product, any Liabilities paid or incurred by either Party with
respect to Third Party claims against any Sandoz Indemnified Party or Momenta
Indemnified Party, of the type described in Section 12.1(c), (d) or (e)
(regardless of whether such claim has been made against or naming any Momenta
Indemnified Party) with respect to such Product, including Settlement Costs,
but expressly excluding all Legal Clearance Costs.


1.71.        “Legal
Expenses”.  Legal Expenses means,
with respect to a Product in the relevant Territory:  (a) Legal Clearance Costs; (b) Legal
Costs; and (c) Momenta’s FTE Costs 



 12
 









with respect to Legal Activities for the Glycoprotein Products, which
costs are incurred in accordance with the relevant Annual Collaboration Plan;
but (d) not including Momenta’s FTE Costs with respect to the Legal Activities
for the Collaboration Products. 
Notwithstanding the foregoing, Legal Expenses hereunder excludes such
amounts relating to the Lovenox-Referenced Product in the U.S. Territory.


1.72.        “Lovenox-Equivalent
Product”.  Lovenox-Equivalent Product
means (a)    Lovenox® in injectable form
sold as a brand, including Lovenox® sold by Sanofi-Aventis using Clexane®,
Klexane® or another tradename (collectively, “Branded Clexane”), or (b)
any injectable product sold in the European Territory (other than Branded
Clexane) that is a generic A-rated therapeutically equivalent, or the EU
equivalent thereof, to Lovenox®, Clexane® or Klexane® in injectable form.  For the avoidance of doubt,
Lovenox-Equivalent Product excludes any new chemical entities.


1.73.        “Lovenox-Referenced
Product”.  Lovenox-Referenced Product
means injectable (syringe and vial) enoxaparin for which the reference listed
drug is listed in US New Drug Application No. 020164, for which an Application
could be approved by the relevant Regulatory Authority.  For the avoidance of doubt,
Lovenox-Referenced Product excludes any new chemical entities.


1.74.        “Marketing
Approval”.  Marketing Approval means,
with respect to a Product in a country or region, the approval of the relevant
Regulatory Authority necessary and sufficient for the marketing and First
Commercial Sale of such Product in such country or region.


1.75.        “MIT”.  MIT means Massachusetts Institute of
Technology.


1.76.        “MIT
Agreement”.  MIT Agreement means the
Amended and Restated Exclusive Patent License Agreement by and between MIT and
Momenta, dated as of November 1, 2002, and 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 with an effective date of 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, as the same
may be amended from time to time.


1.77.        “Momenta
Collaboration Know-How”.  Momenta
Collaboration Know-How means (a) all Know-How (other than works of authorship)
which is conceived, or, solely with respect to works of authorship, authored,
solely by the employees, contractors (subject to Section 8.3), consultants or
agents of Momenta or its Affiliates during, and in the conduct of, the
Collaborative Program, excluding Improvements to Sandoz Know-How or
Improvements to Sandoz Collaboration Know-How, and (b) (i) Improvements to Momenta
Know-How or (ii) Improvements to Momenta Collaboration Know-How, which, with
respect to each of (b)(i) and (b)(ii), are made solely by the employees,
contractors, consultants or agents of Sandoz or its Affiliates, or jointly by
the employees, contractors, consultants or agents of Sandoz or its Affiliates,
on the one hand, and by the employees, contractors, consultants or agents of
Momenta or its Affiliates, on the other hand, during, and in the conduct of,
the Collaborative Program.



 13
 









1.78.        “Momenta
Collaboration Patent Rights”. 
Momenta Collaboration Patent Rights means all Patent Rights throughout
the world covering Momenta Collaboration Know-How, which Patent Rights are
Controlled by Momenta.


1.79.        “Momenta
Indemnified Parties”.  Momenta
Indemnified Parties means Momenta, Momenta’s Affiliates, any of their
successors or assigns, and any of their respective then-current or then-former
directors, officers, employees, consultants, agents, suppliers, contract
manufacturers, contract service providers, Third Parties engaged to perform
activities under the Collaborative Program, MIT (including MIT’s trustees,
officers, faculty, students, employees, and agents) and [**] (including [**]
Affiliates, and [**] and its Affiliates’ respective directors, officers,
employees and agents); provided, however, that with
respect to [**], such indemnification shall be subject to any provision
regarding indemnification in any side letters that have been or are executed in
the future between Momenta, on the one hand, and Sandoz or any of its
Affiliates, on the other hand.


1.80.        “Momenta
IP”.  Momenta IP means Momenta
Know-How, Momenta Collaboration Know-How, Momenta Patent Rights and Momenta
Collaboration Patent Rights, including, without limitation, those license
rights granted to Momenta under the MIT Agreement to the extent such would be
included in Momenta Know-How, Momenta Collaboration Know-How, Momenta Patent
Rights and Momenta Collaboration Patent Rights. 
Momenta IP, and its incorporated terms, do not include Momenta’s rights
in Joint Collaboration IP.


1.81.        “Momenta
Know-How”.  Momenta Know-How means
all Know-How which (a) is Controlled by Momenta (i) as of the Effective Date or
(ii) during the term of the Collaborative Program, but which is not developed
or acquired by Momenta or any of its Affiliates in the conduct of the
Collaborative Program, and (b) is reasonably necessary or reasonably useful for
the conduct of the Collaborative Program.


1.82.        “Momenta
Patent Rights”.  Momenta Patent
Rights means all Patent Rights throughout the world that (a) cover Momenta
Know-How, (b) are Controlled by Momenta, and (c) are reasonably necessary or
reasonably useful for the conduct of the Collaborative Program; including,
without limitation, the Patent Rights listed on Schedule 1.82. 


1.83.        “Momenta
Product-Specific Know-How”.  Momenta
Product-Specific Know-How means all Momenta Know-How or Momenta Collaboration
Know-How that solely relates to the Product(s) and does not relate to, and
cannot reasonably be used with, any other product or for any other general
purpose.


1.84.        “Momenta
Product-Specific Patent Rights”. 
Momenta Product-Specific Patent Rights means all Patent Rights
throughout the world covering Momenta Product-Specific Know-How, which Patent
Rights are Controlled by Momenta.


1.85.        “Momenta
Profit Percentage”.  Momenta Profit
Percentage means (a) with respect to the Copaxone-Referenced Product, fifty
percent (50%); (b) with respect to the Lovenox-Referenced Product, [**] percent
([**]%); (c) with respect to the [**]-Referenced Product, [**]percent ([**]%);
and (d) with respect to the [**]-Referenced Product, [**] percent ([**]%).



 14
 









1.86.        “Momenta
Third Party Royalty Obligations”. 
Momenta Third Party Royalty Obligations means the Third Party royalty
obligations for which Momenta shall be responsible, pursuant to Sections
4.1.5(a) and (b).


1.87.        “MOU”.  MOU means the Memorandum of Understanding
entered into by the Parties on July 25, 2006.


1.88.        “MOU
Effective Date”.  MOU Effective Date
means July 25, 2006.


1.89.        “Net
Sales”.  Net Sales means, with
respect to a Product, the gross amount invoiced by Sandoz or its Affiliates or
sublicensees to Third Parties (whether an end-user, a distributor or otherwise)
for sales of such Product, less deductions from the gross invoiced sales price
for such Product directly paid or incurred by Sandoz, its Affiliates or
sublicensees with respect to the sale of such Product, calculated pursuant to
Novartis principal accounting policies (as detailed in Schedule 1.89),
and determined from the books and records of Sandoz, its Affiliates or
sublicensees maintained in accordance with GAAP or IFRS, consistently applied.


Sandoz, through its relevant Affiliates, retains the
right to modify the Novartis principal accounting policies to comply with
specific changes in GAAP or IFRS.  The
revised calculation of Net Sales resulting from such modifications is subject
to the consent of Momenta, such consent not to be unreasonably withheld.


In the case of any sale of a Product for consideration
other than cash, such as barter or countertrade, Net Sales shall be calculated
on the fair value of consideration received.


Sandoz agrees, on behalf of itself and its Affiliates
and sublicensees, not to use any Product as a loss leader.  Sandoz also agrees that if it or its
Affiliate or sublicensee prices a Product in order to gain or maintain sales of
other products, then for purposes of calculating the payments due hereunder,
the Net Sales shall be adjusted for any discount which was given to a customer
that was in excess of customary discounts for such Product (or, in the absence
of relevant data for such Product, other similar products under similar market
conditions) by reversing such excess discount, if such discount was given in
order to gain or maintain sales of other products.


In the case of any sale of a Product between or among
Sandoz or its Affiliates or sublicensees for resale, Net Sales shall be
calculated as above only on the value charged or invoiced on the first arm’s
length sale thereafter to a Third Party other than a sublicensee.


Notwithstanding the foregoing, Net Sales hereunder
excludes such amounts relating to the Lovenox-Referenced Product in the U.S.
Territory.


1.90.        “Non-Owning Party”.  Non-Owning Party means, with respect to
Sandoz IP, Momenta, and, with respect to Momenta IP, Sandoz.


1.91.        “Non-Substitutable Product”.  Non-Substitutable Product means a product (a)
with (i) [**], (ii) [**], and (iii) [**], and (b) for which an Application
cites the relevant Reference Drug as the reference listed drug.



 15
 









1.92.         “[**]”. 
[**] means (a) [**] (b) its Affiliates, (c) any Person that is a
licensed distributor of [**] or their respective Affiliates for an
[**]-Equivalent Product (the Persons described in Sections 1.92(a), (b) and
(c), collectively, the “[**] Persons”), and (d) the successors and
assigns of any [**] Persons with respect to any rights to any [**]-Equivalent
Product.


1.93.        “[**]”.  [**] means (a) [**] (b) its Affiliates, (c)
any Person that is a licensed distributor of [**] or its Affiliates for an
[**]-Equivalent Product (the Persons described in Sections 1.93(a), (b) and
(c), collectively, the “[**] Persons”), and (d) the successors and
assigns of any [**] Persons with respect to any rights to any [**]-Equivalent
Product.


1.94.        “Owning
Party”.  Owning Party means, with
respect to Momenta IP, Momenta, and, with respect to Sandoz IP, Sandoz.


1.95.        “Owning
Party’s IP”.  Owning Party’s IP
means, with respect to Momenta, the Momenta IP, and, with respect to Sandoz,
Sandoz IP.


1.96.        “Paragraph
IV Certifications”.  Paragraph IV
Certifications means certifications pursuant to 21 U.S.C. 355(b)(2)(A)(iv) or
355(j)(2)(A)(vii)(IV).


1.97.        “[**]”.  [**] means [**].


1.98.        “Party”.  Party means Sandoz or Momenta; “Parties”
means Sandoz and Momenta.


1.99.        “Patent
Litigation”.  Patent Litigation
means, with respect to a Product, (a) a claim or demand by the relevant
Innovator or other Third Party that alleges patent infringement against any
Momenta Indemnified Party or any Sandoz Indemnified Party based on (i) the activities
of Sandoz or Momenta (including those undertaken by Affiliates or Third Parties
on behalf of them) pursuant to this Agreement related to such Product
(including the manufacture of such Product), or (ii) the activities of Sandoz
or Momenta (including those undertaken by Affiliates or Third Parties on behalf
of them) prior to the Effective Date related to such Product (including the
manufacture of such Product), or (b) a declaratory judgment or other legal or
equitable proceeding approved by the JSC (or if the JSC cannot reach agreement,
through the provisions of Article 13) and commenced or joined by Momenta,
Sandoz or one of their Affiliates that seeks a judgment against the relevant
Innovator or other Third Party that (i) Sandoz, Momenta, their Affiliates
and/or their permitted licensees hereunder have not infringed, or will not
infringe, any patent related to such Product (including the manufacture of such
Product) and/or (ii) that the relevant Patent Rights of such Innovator or other
Third Party are invalid or unenforceable; in each case, irrespective of the
nature of the relief sought (which may include, without limitation, actual,
consequential or enhanced damages) and irrespective of the jurisdiction in
which such claim, demand or action is brought.


1.100.      “Patent
Right”.  Patent Right means a United
States and/or foreign patent or patent application and all substitutions,
divisionals, continuations, continuations-in-part, confirmations,
registrations, reissues, reexaminations, renewals and extensions (including
supplemental protection certificates) thereof. 




 16
 









1.101.      “Person”.  Person means any natural person, corporation,
firm, business trust, joint venture, association, organization, company,
partnership or other business entity, or any government, or any agency or
political subdivision thereof.


1.102.      “Pre
Final Legal Clearance Launch”.  Pre
Final Legal Clearance Launch means, with respect to a Product in a country in
the relevant Territory, the occurrence of the Launch of such Product in such country
prior to Final ROW Legal Clearance or Final U.S. Legal Clearance, as
applicable.


1.103.      “Prior
Confidentiality Agreements”.  Prior
Confidentiality Agreements means, collectively, (a) a Confidentiality Agreement
between Momenta and Sandoz Inc. (formerly Geneva Pharmaceuticals, Inc.), an
Affiliate of Sandoz, effective as of June 17, 2003, as amended by Amendment One
effective as of January 5, 2006 (the “Geneva CDA”), and (b) a
Confidentiality Agreement between Momenta and Biochemie GmbH, an Affiliate of
Sandoz, made as of the 16th day of April, 2003 (the “Biochemie CDA”).


1.104.      “Prior
Obligations”.  Prior Obligations
means, collectively, with respect to a Party, (a) any contractual obligations
of such Party as of the Effective Date (or thereafter if otherwise agreed by
the Parties) to, or restrictions existing as of the Effective Date (or
thereafter if otherwise agreed by the Parties) imposed by, such Party’s Third
Party Licensors, and (b) the limitations imposed by the Existing US Lovenox
Agreement.


1.105.      “Product”.  Product means each of the following:  the Copaxone-Referenced Product, the
Lovenox-Referenced Product, the [**]-Referenced Product and the [**]-Referenced
Product.  Each Product may be in any
formulation, combination or injectable presentation.


1.106.      “Product-Specific
Patent Activities”.  Product-Specific
Patent Activities means all activities of the Parties with respect to the
preparation, filing, prosecution, maintenance, enforcement and invalidity
defense of Product-Specific Patent Rights.


1.107.      “Product-Specific
Patent Costs”.  Product-Specific
Patent Costs means, with respect to a Product, all costs paid by a Party to
Third Parties with respect to the Product-Specific Patent Activities with
respect to such Product.


1.108.      “Product-Specific
Patent Rights”.  Product-Specific
Patent Rights means Sandoz Product-Specific Patent Rights, Momenta
Product-Specific Patent Rights and Joint Product-Specific Patent Rights.


1.109.      “Profits”.  Profits means, with respect to a Quarter
during which Sandoz, its Affiliates or distributors is selling a Product in a
country(ies) in the relevant Territory, Net Sales for such Product less (a)
Selling Expenses for such Product, (b) Cost of Goods Sold for the units of such
Product sold (regardless of whether such Product is rejected, returned or
recalled), and (c) (i) solely with respect to a Copaxone-Referenced Product,
any milestone paid in such Quarter pursuant to Section 4.2.1(c) with respect to
such Product, and (ii) solely with respect to a Lovenox-Referenced Product, any
milestone paid in such Quarter pursuant to Section 4.2.2(b) with respect to
such Product.  Notwithstanding the
foregoing, Profits hereunder excludes (i) such amounts relating to the
Lovenox-Referenced Product in the U.S. Territory and (ii) Sublicense Income.



 17
 









1.110.     
“Quarter”.  Quarter means each
three-month period ending March 31, June 30, September 30 and December 31 in
each calendar year.


1.111.      “Reference
Drug”.  Reference Drug means (a) with
respect to the Copaxone-Referenced Product, Branded Copaxone, (b) with respect
to the Lovenox-Referenced Product, Branded Clexane, (c) with respect to the
[**]-Referenced Product, Branded [**], and (d) with respect to the
[**]-Referenced Product, Branded [**].


1.112.      “Reference-Equivalent
Product”.  Reference-Equivalent
Product means a Copaxone-Equivalent Product or a Lovenox-Equivalent Product.


1.113.      “Region”.  Region means, with respect to a Collaboration
Product, each of the following within the relevant Territory:  (a) the U.S. Territory, (b) the European
Territory, and (c) each country separately in the rest of the world.


1.114.      “Regulatory
Authority”.  Regulatory Authority
means any federal, national, multinational, state, provincial or local
regulatory agency, department, bureau or other governmental entity with
authority over the testing, manufacture, use, storage, import, promotion,
marketing and sale of a therapeutic product in a country, including the FDA,
the EMEA and the European Commission.


1.115.        “Related Product”. 
Related Product means, with respect to a Glycoprotein Product, an
injectable product (a) with (i) [**], (ii) [**], and (iii) [**], and (b) for
which an Application cites the marketing approval file for the relevant
Reference Drug or, with respect to the [**]-Referenced Product, [**]as the
reference listed drug.


1.116.      “Research
Institution”.  Research Institution
means an academic, non-profit research institution or hospital that conducts
research or development activities on behalf of or in collaboration with a
Party with respect to a Sandoz MFN Project and to which such Party does not
grant any commercialization rights with respect to any Sandoz MFN Project.


1.117.      “Sandoz
Collaboration Know-How”.  Sandoz
Collaboration Know-How means (a) all Know-How (other than works of authorship)
which is conceived, or, solely with respect to works of authorship, authored,
solely by the employees, contractors (subject to Section 8.3), consultants or
agents of Sandoz or its Affiliates during, and in the conduct of, the
Collaborative Program, excluding Improvements to Momenta Know-How or
Improvements to Momenta Collaboration Know-How, and (b) (i) Improvements to
Sandoz Know-How or (ii) Improvements to Sandoz Collaboration Know-How, which,
with respect to each of (b)(i) and (b)(ii), are made solely by the employees,
contractors, consultants or agents of Momenta or its Affiliates, or jointly by
the employees, contractors, consultants or agents of Sandoz or its Affiliates,
on the one hand, and by the employees, contractors, consultants or agents of
Momenta or its Affiliates, on the other hand, during, and in the conduct of,
the Collaborative Program.


1.118.      “Sandoz
Collaboration Patent Rights”.  Sandoz
Collaboration Patent Rights means all Patent Rights throughout the world
covering Sandoz Collaboration Know-How, which Patent Rights are Controlled by
Sandoz.



 18
 









1.119.      “Sandoz
Indemnified Parties”.  Sandoz
Indemnified Parties means Sandoz, its Affiliates, any of their successors or
assigns, and any of their respective then-current or then-former directors,
officers, employees, consultants, suppliers, contract manufacturers, contract
service providers, and Third Parties engaged to perform activities under the
Collaborative Program.


1.120.      “Sandoz
IP”.  Sandoz IP means Sandoz
Know-How, Sandoz Collaboration Know-How, Sandoz Patent Rights and Sandoz
Collaboration Patent Rights.  Sandoz IP,
and its incorporated terms, do not include Sandoz’s rights in Joint
Collaboration IP.


1.121.      “Sandoz
Know-How”.  Sandoz Know-How means all
Know-How which (a) is Controlled by Sandoz (i) as of the Effective Date or (ii)
during the term of the Collaborative Program, but which is not developed or
acquired by Sandoz or any of its Affiliates in the conduct of the Collaborative
Program, and (b) is reasonably necessary or reasonably useful for the conduct
of the Collaborative Program.


1.122.      “Sandoz
Material”.  Sandoz Material means any
protein product or cell line for which Sandoz or its Affiliates gives access to
Momenta in order to jointly collaborate with Sandoz pursuant to Section 5.1,
whether or not such protein product or cell line is owned by Sandoz or its
Affiliates.


1.123.      “Sandoz
MFN Project”.  Sandoz MFN Project
means each of the following:  (a) the
[**]-Referenced Product for development and/or commercialization outside the
U.S. Territory, (b) the [**]-Referenced Product for development and/or
commercialization outside the European Territory, and (c) any product for which
an Application citing [**] as the reference listed drug could be approved, for
development and/or commercialization worldwide.


1.124.      “Sandoz
Patent Rights”.  Sandoz Patent Rights
means all Patent Rights throughout the world that (a) cover Sandoz Know-How,
(b) are Controlled by Sandoz, and (c) are reasonably necessary or reasonably
useful for the conduct of the Collaborative Program; including, without
limitation, the Patent Rights listed on Schedule 1.124.


1.125.      “Sandoz
Product-Specific Know-How”.  Sandoz
Product-Specific Know-How means all Sandoz Know-How or Sandoz Collaboration
Know-How that solely relates to a Product(s) and does not relate to, and cannot
reasonably be used with, any other product or for any other general purpose.


1.126.      “Sandoz
Product-Specific Patent Rights”. 
Sandoz Product-Specific Patent Rights means all Patent Rights throughout
the world covering Sandoz Product-Specific Know-How, which Patent Rights are
Controlled by Sandoz.


1.127.      “Sanofi-Aventis”.  Sanofi-Aventis means (a) Sanofi-Aventis, a
company organized and existing under the laws of the Republic of France, (b)
its Affiliates, (c) any Person who is a licensed distributor of Sanofi-Aventis
or its Affiliates for a Lovenox-Equivalent Product (the Persons described in
Sections 1.127(a), (b) and (c), collectively, the “Sanofi-Aventis Persons”),
and (d) the successors and assigns of any Sanofi-Aventis Persons with respect
to any rights to any Lovenox-Equivalent Product.



 19
 









1.128.      “Selling
Expenses”.  Selling Expenses means,
with respect to a Product, Sandoz’s or its Affiliates’ expenditures to market,
distribute and sell such Product, which shall be deemed for purposes of this
Agreement to be equal to the following percentage of Net Sales of the relevant
Product for each applicable period:  (a)
with respect to the Copaxone-Referenced Product, [**] percent ([**]%); (b) with
respect to the Lovenox-Referenced Product, [**] percent ([**]%); (c) with
respect to the [**]-Referenced Product, [**] percent ([**]%); and (d) with
respect to the [**]-Referenced Product, [**] percent ([**]%).


1.129.      “[**]”.  [**] means (a) [**] (b) its Affiliates, (c)
any Person who is a licensed distributor of [**] or its Affiliates for an
[**]-Equivalent Product (the Persons described in Sections 1.129(a), (b) and
(c), collectively, the “[**] Persons”), and (d) the successors and
assigns of any [**] Persons with respect to any rights to any [**]-Equivalent
Product.


1.130.      “Settlement”.  Settlement means, with respect to a Product,
an agreement or settlement, made at any time, between Sandoz or its
Affiliate(s), on the one hand, and the relevant Innovator or other Third Party,
on the other hand, that finally resolves any existing Patent Litigation and
precludes any future Patent Litigation by such Innovator or other Third Party
against Sandoz, their respective Affiliates and sublicensees approved by the
Parties and the Momenta Indemnified Parties related to such Product, such that
such Product may be marketed by or continue to be marketed by or on behalf of
Sandoz or its Affiliates, or sublicensees approved by the Parties, subject to
Application Final Approval for such Product.


1.131.      “Settlement
Costs”.  Settlement Costs means, with
respect to a Product, all amounts paid to the relevant Innovator or other Third
Party (whether in a lump sum or on-going royalty or similar arrangement,
including without limitation for lost profits) in order to achieve a Settlement
with respect to such Product. 
Notwithstanding the foregoing, Settlement Costs hereunder excludes
settlement amounts relating to the Lovenox-Referenced Product in the U.S.
Territory under the Existing US Lovenox Agreement.


1.132.      “Stock
Purchase Agreement”.  Stock Purchase
Agreement means the Stock Purchase Agreement entered into by Momenta and
Novartis Pharma AG on July 25, 2006.


1.133.      “Sublicense
Income”.  Sublicense Income means all
consideration received by a Party or its Affiliates with respect to rights
granted to a Third Party(ies) to Develop or Commercialize a Product(s) for sale
in the relevant Territory, but excluding: 
(a) consideration received by such Party or its Affiliates as payments
for actual direct costs for performing Development or Commercialization
activities undertaken by such Party or its Affiliates for, or in collaboration
with, such Third Party(ies) or their Affiliates; (b) consideration received by
such Party and/or its Affiliates from such Third Party(ies) or their Affiliates
as the purchase price for such Party’s or any of its Affiliates’ debt or equity
securities, except that consideration that exceeds the fair market value of
such debt or equity securities shall not be so excluded; and (c) consideration
paid by such Third Party(ies) to such Party or its Affiliates to purchase such
Product(s) (provided, however, that any consideration
greater than the applicable Cost of Goods Sold shall not be so excluded).  Notwithstanding the foregoing, Sublicense
Income hereunder excludes amounts relating to rights granted to a Third
Party(-ies) with respect to the Lovenox-Referenced Product in the U.S.
Territory.



 20















1.134.      “Territory”.  Territory means (a) with respect to the
Copaxone-Referenced Product, worldwide; (b) with respect to the
Lovenox-Referenced Product, the European Territory; (c) with respect to the
[**]-Referenced Product, the U.S. Territory; and (d) with respect to the
[**]-Referenced Product, the European Territory; provided, however,
that with respect to the Copaxone-Referenced Product, Territory shall
exclude the [**] if Sandoz has chosen to develop or commercialize the
Copaxone-Referenced Product independently of Momenta therein in accordance with
Section 5.3.


1.135.      “Teva”.  Teva means (a) Teva Pharmaceutical
Industries, Ltd., (b) its Affiliates, (c) any Person who is a licensed
distributor of Teva Pharmaceutical Industries, Ltd. or its Affiliates for a
Copaxone-Equivalent Product (the Persons described in Sections 1.135(a), (b)
and (c), collectively, the “Teva Persons”), and (d) the successors and
assigns of any Teva Persons with respect to any rights to any
Copaxone-Equivalent Product.


1.136.      “Third
Party”.  Third Party means any Person
other than a Party or any of its Affiliates.


1.137.      “Third
Party Royalties”.  Third Party
Royalties means, with respect to a Product in a country in the relevant
Territory, any royalties, license fees, maintenance fees or other monetary
payments made by Sandoz or its Affiliates (either directly or via reimbursement
to Momenta) or Momenta or its Affiliates to any Third Party in consideration of
a license(s) under such Third Party patent(s), know-how or other intellectual
property rights, when such license is determined by the JSC to be necessary to
develop, commercially manufacture and/or sell such Product without infringing
such Third Party intellectual property rights; provided, however,
that Third Party Royalties shall not include (a) the Momenta Third Party
Royalty Obligations, or (b) any amounts paid to a Third Party(-ies) with
respect to the development or commercialization of the Lovenox-Referenced
Product for sale in the U.S. Territory.


1.138.      “[**]”.  [**] means [**].


1.139.      “U.S.
Territory”.  U.S. Territory means the
fifty states of the United States of America, the District of Columbia and all
commonwealths, territories and possessions of the United States of America and
any other location where the FDA has jurisdiction over medicinal products
intended for human use.


1.140.      Other
Defined Terms.  Each of the following
definitions is set forth in the section of this Agreement indicated below:




	
  Definition

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  [**] Persons

  	
   

  	
  1.2

  
	
  AM or Alliance
  Manager

  	
   

  	
  5.5

  
	
  Biochemie CDA

  	
   

  	
  1.103

  
	
  Branded Clexane

  	
   

  	
  1.72

  
	
  Branded
  Collaboration Product

  	
   

  	
  6.1

  
	
  Branded Copaxone

  	
   

  	
  1.26

  
	
  Branded [**]

  	
   

  	
  1.32

  






 



 21
 









 


	
  Definition

  	
   

  	
  Section

  
	
  Branded [**]

  	
   

  	
  1.44

  
	
  Cost

  	
   

  	
  1.28

  
	
  Disclosing Party

  	
   

  	
  10.2

  
	
  Effective Date

  	
   

  	
  Preamble

  
	
  Enforcing Party

  	
   

  	
  8.4.2

  
	
  FD&C Act

  	
   

  	
  1.4

  
	
  Final
  Misappropriation Determination

  	
   

  	
  12.3

  
	
  Force Majeure
  Event

  	
   

  	
  14.16

  
	
  Geneva CDA

  	
   

  	
  1.103

  
	
  Indemnified
  Party

  	
   

  	
  12.4

  
	
  Indemnifying
  Party

  	
   

  	
  12.4

  
	
  Invalidity Claim

  	
   

  	
  8.6

  
	
  JOC

  	
   

  	
  5.6

  
	
  JPT

  	
   

  	
  5.4

  
	
  JPTL

  	
   

  	
  5.4

  
	
  JSC

  	
   

  	
  5.8

  
	
  Legal
  /Intellectual Property Team

  	
   

  	
  5.7

  
	
  Liabilities

  	
   

  	
  12.1

  
	
  LPL

  	
   

  	
  5.4

  
	
  MIT Associates

  	
   

  	
  14.17

  
	
  Momenta

  	
   

  	
  Preamble

  
	
  Momenta Assigned
  Improvements

  	
   

  	
  8.1.1

  
	
  Non-Substitutable
  [**] Launch

  	
   

  	
  4.2.3

  
	
  Non-Substitutable
  [**] Launch

  	
   

  	
  4.2.4

  
	
  NPC

  	
   

  	
  Schedule 1.89

  
	
  Orange Book

  	
   

  	
  1.42

  
	
  Orange Book
  Patent Rights

  	
   

  	
  1.42

  
	
  [**] Persons

  	
   

  	
  1.92

  
	
  [**] Persons

  	
   

  	
  1.93

  
	
  Payables Records

  	
   

  	
  4.4.5

  
	
  Pleadings

  	
   

  	
  12.4.3

  
	
  Prosecuting
  Party

  	
   

  	
  8.2.3

  
	
  Profit Interest

  	
   

  	
  4.3

  
	
  Receiving Party

  	
   

  	
  10.2

  
	
  Regulatory and
  Policy Strategy Team

  	
   

  	
  7.6

  
	
  Representing
  Party

  	
   

  	
  9.1

  
	
  Sandoz

  	
   

  	
  Preamble

  
	
  Sandoz Assigned
  Improvements

  	
   

  	
  8.1.1

  
	
  Sanofi-Aventis
  Persons

  	
   

  	
  1.127

  
	
  [**] Persons

  	
   

  	
  1.129

  
	
  Slightly Late
  [**] Substitutability Receipt

  	
   

  	
  4.2.3

  
	
  Term

  	
   

  	
  11.1

  
	
  Teva Persons

  	
   

  	
  1.135

  




 22
 









 


	
  Definition

  	
   

  	
  Section

  
	
  Third Party
  Licensor

  	
   

  	
  2.5

  
	
  Transaction

  	
   

  	
  1.9

  



2.                    GRANT
OF RIGHTS


2.1.          Momenta
License Grants.


2.1.1.       Subject to the terms and conditions of
this Agreement, Momenta hereby grants to Sandoz  and its Full Affiliates during the Term, (a) an exclusive
license, without the right to grant sublicenses, under Momenta IP and under
Momenta’s rights in the Joint Collaboration IP, to Develop, make, have made,
use, sell, offer to sell, lease, import, export or otherwise Commercialize the
Products in the relevant Territory in the Field and (b) a non-exclusive
license, without the right to grant sublicenses, under Momenta IP and under
Momenta’s rights in the Joint Collaboration IP to make, have made and use each
Product outside the relevant Territory, but only for the purposes of sale of
such Product in the Field in or into the relevant Territory; provided, however,
that Momenta retains the right to practice, and to grant licenses, under
Momenta IP and under Momenta’s rights in the Joint Collaboration IP in the
relevant Territory in the Field to (y) perform its obligations under this
Agreement, including, without limitation, to conduct the Momenta activities
under this Agreement and in the Annual Collaboration Plans, and (z) subject to
Sandoz’ rights with respect to the relevant Sandoz MFN Project, make and have
made each Product in the relevant Territory solely for the purposes of sales of
such Product in the Field outside the relevant Territory.  Notwithstanding anything to the contrary
herein, the license granted to Momenta pursuant to Section 2.2 does not grant
Momenta the right to exercise such license for purposes of Section
2.1.1(z).  Notwithstanding the foregoing
prohibition on sublicensing, subject to the provisions of Sections 8.3.2 and
8.3.3, Sandoz and its Affiliates may sublicense its rights under this Section
2.1.1 only to the extent approved in writing by Momenta.


2.1.2.       In no event may Sandoz use or
cross-reference any Momenta IP (whether or not included or disclosed in any
regulatory filings, whether such filings are owned by Sandoz or otherwise) (a)
in [**] if Sandoz has chosen to develop or commercialize the
Copaxone-Referenced Product independently of Momenta therein in accordance with
Section 5.3; or (b) otherwise with respect to any products or in any countries,
other than to support the development and commercialization of the relevant
Product in the Field in the relevant Territory pursuant to this Agreement.


2.2.          Sandoz
License Grants.  Subject to the terms
and conditions of this Agreement, Sandoz hereby grants to Momenta and its Full
Affiliates during the Term, (a) an exclusive license, without the right to
grant sublicenses, under Sandoz IP and under Sandoz’s rights in the Joint
Collaboration IP, to Develop, make, have made, use, sell, offer to sell, lease,
import, export or otherwise Commercialize the Products in the relevant
Territory in the Field and (b) a non-exclusive license, without the right to
grant sublicenses, under Sandoz IP and under Sandoz’s rights in the Joint
Collaboration IP, to make, have made and use each Product outside the relevant
Territory, but only for the purposes of sale of such Product in the Field in or
into the relevant Territory; provided, however, that
Sandoz retains the right to practice, and to grant 



 23
 









licenses, under Sandoz IP and under Sandoz’s rights in the Joint
Collaboration IP in the relevant Territory in the Field to (y) perform its
obligations under this Agreement, including, without limitation, to conduct the
Sandoz activities under this Agreement and in the Annual Collaboration Plans,
and (z) make and have made each Product in the relevant Territory solely for
the purposes of sales of such Product in the Field outside the relevant
Territory.  Notwithstanding anything to
the contrary herein, the license granted to Sandoz pursuant to Section 2.1.1
does not grant Sandoz the right to exercise such license for purposes of
Section 2.2(z).  Notwithstanding the
foregoing prohibition on sublicensing, subject to the provisions of Sections
8.3.2 and 8.3.3, Momenta and its Affiliates may sublicense its rights under
this Section 2.2 only to the extent approved in writing by Sandoz.


2.3.          Exclusivity.  Subject to Momenta’s retained rights in
Section 2.1 and Sandoz’s retained rights in Section 2.2, except as otherwise
agreed in writing by the Parties, Momenta and Sandoz each agree, respectively,
that they shall not, and shall ensure that their respective Affiliates do not,
during the Term, practice, or grant any license to any Third Party under,
Momenta IP, in the case of Momenta, or Sandoz IP, in the case of Sandoz, or
Joint Collaboration IP (in the case of either Party), to develop, make, have
made, use, sell, offer to sell, lease, import, export or otherwise
commercialize (y) any Products in the Field in the relevant Territory or (z)
any Sandoz MFN Project (unless (i) pursuant to Article 3 hereunder, Sandoz no
longer has rights to such Sandoz MFN Project, (ii) Sandoz has by written notice
informed Momenta that it no longer wishes to have rights to such Sandoz MFN Project
or (iii) Momenta is otherwise permitted to do so in accordance with Article
3).  Each Party shall not, and shall
ensure that its Affiliates do not, develop for sale in the relevant Territory,
or commercialize in the relevant Territory, any Products or Related Products
(where Territory is the same as for the relevant Product) in the Field during
the Term, except pursuant to this Agreement.


2.4.          Retained
Rights.  Any rights of Momenta not
expressly granted to Sandoz under the provisions of this Agreement shall be
retained by Momenta and any rights of Sandoz not expressly granted to Momenta
under the provisions of this Agreement shall be retained by Sandoz.


2.5.          Third
Party Licensor Rights.  The rights
granted in Sections 2.1 and 2.2 are granted to the extent permitted or
qualified by the nature of the licenses granted by the relevant Third Party
licensors, if any, of Momenta IP or Sandoz IP, as the case may be (each, a “Third
Party Licensor”), (including, with respect to the Momenta IP, the terms of
the MIT Agreement) or the licenses granted by Momenta to Sandoz or its
Affiliates pursuant to the Existing US Lovenox Agreement and by Sandoz or its
Affiliate to Momenta pursuant to the Existing US Lovenox Agreement.  The Party receiving such license shall comply
with all restrictions and obligations imposed by such Third Party Licensors or
limitations imposed by the license granted by Momenta to Sandoz and its
Affiliate pursuant to the Existing US Lovenox Agreement or limitations imposed
by the license granted by Sandoz or its Affiliate to Momenta pursuant to the
Existing US Lovenox Agreement; provided, however, that,
(a) if Momenta or Sandoz, as the case may be, enters into a license after the
Effective Date with a Third Party Licensor for any intellectual property that
may be considered Momenta IP or Sandoz IP, respectively, Momenta or Sandoz
shall notify Sandoz or Momenta, respectively, of the restrictions and
obligations imposed by such Third Party Licensor, and, if Sandoz or Momenta,
respectively, do not wish to comply with such restrictions and obligations,
such licensed intellectual property shall not be considered 



 24
 









Momenta IP or Sandoz IP, respectively, hereunder; (b) if, on or before
entering into such license with a Third Party Licensor, Momenta or Sandoz,
respectively, determines that such intellectual property is reasonably
necessary or reasonably useful for the conduct of the Collaborative Program,
then, prior to entering into such license, Momenta or Sandoz, respectively,
shall discuss the need for such license, and the terms thereof, with the other
Party, reasonably consider such other Party’s input with respect thereto and
obtain such other Party’s agreement on the terms of such license which impact
or relate to the Collaborative Program (provided, that, unless
such other Party objects to such terms within [**] Business Days after receipt
of written notice of such terms, such terms are considered agreed upon by such
other Party) (but no such agreement is required with respect to any other
aspect of such license); provided, that final decision on any
such license with a Third Party solely for the Glycoprotein Products shall
reside with Sandoz, subject to Section 5.2 and Momenta’s rights not to comply
with the restrictions and obligations in the license as described in clause (a)
above.  If, after Momenta or Sandoz,
respectively, enters into such license with a Third Party Licensor, Momenta or
Sandoz, respectively, determines that such intellectual property is reasonably
necessary or reasonably useful for the conduct of the Collaborative Program,
the Parties shall discuss in good faith the fees, royalties and other payments
with respect to such license (which payments shall be allocated between the
Parties as described in this Agreement); provided, however, that
if such license is also necessary or useful for other products of the licensing
Party, the Parties shall discuss in good faith the appropriate allocation of
responsibility to each Party for fees, royalties and other payments with
respect to such license, based on the relative benefit to the Products.


2.6.          Bankruptcy.  All rights and licenses granted under or
pursuant to any Section of this Agreement are, and shall otherwise be deemed to
be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of
rights to “intellectual property” as defined under Section 101(35A) of the U.S.
Bankruptcy Code.  The Parties shall
retain and may fully exercise all of their respective rights and elections
under the U.S. Bankruptcy Code.  Upon the
bankruptcy of a Party, the non-bankrupt Party shall further be entitled to a
complete duplicate of (or complete access to, as appropriate) any such
intellectual property, and such, if not already in its possession, shall be
promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects
to continue, and continues, to perform all of its obligations under this
Agreement.


3.       SANDOZ
MFN PROJECTS


3.1.          Sandoz
MFN Project Rights.


3.1.1.       At any time before the [**] anniversary
of the MOU Effective Date, either Party may trigger the [**] day negotiation
period described in this Section 3.1.1 for any Sandoz MFN Project upon written
notice to the other Party, which notice shall include, at a minimum, a written
financial proposal with respect to such Sandoz MFN Project, which proposal
shall include, as appropriate, the amount of up-front payments, the amount and
timing of subsequent license or research payments, the royalty rate(s) or
profit sharing terms, the definition of territory, marketing and promotion
rights, and the purchase and pricing of equity, if applicable.  The Parties shall negotiate in good faith,
for [**] days after receipt of such notice, a definitive collaboration
agreement, including territory, project plan and financial terms.  If Sandoz initiated such negotiation by
providing Momenta with a financial proposal, Momenta shall, during such [**]
day period, provide 



 25
 









Sandoz with a
financial counter-proposal with respect to such Sandoz MFN Project.  Prior to and during such [**] day period,
each Party is allowed to discuss and negotiate with Third Party(ies) regarding
a collaboration with respect to such Sandoz MFN Project, but shall not enter
into a definitive agreement with any Third Party with respect to such Sandoz
MFN Project.


3.1.2.       If the Parties do not sign a definitive
agreement with respect to any such Sandoz MFN Project within such [**] day
negotiation period despite Sandoz having received a written financial proposal
or, if Sandoz had provided the initial financial proposal, Sandoz having received
a written counter-proposal within a reasonable time, and the Parties having
negotiated in good faith, Momenta shall be free, for a period of [**]
thereafter, to execute a definitive agreement with a Third Party with respect
to such Sandoz MFN Project, which shall be on terms not less favorable, taken
as a whole, to Momenta than those last offered by Momenta to Sandoz.  The Parties recognize that, in evaluating the
favorability to Momenta of the terms of such Third Party transaction relating
to such Sandoz MFN Project, numerous factors may be taken into account and
given appropriate weight, including, without limitation, the amount of up-front
payments, the amount and timing of subsequent license or research payments, the
royalty rate(s) or profit sharing terms, the definition of territory, marketing
and promotion rights, and the purchase and pricing of equity, if
applicable.  If after the expiration of
such [**] period, Momenta has not entered into a transaction with any Third
Party with respect to such Sandoz MFN Project, then the Parties shall again
negotiate for [**] days with respect to such Sandoz MFN Project and if the
Parties do not execute a definitive agreement during such [**] day period, the
provisions of this Section 3.1.2 shall again apply.  Momenta shall not be obligated to reveal to
Sandoz the identity of any Third Party involved in any such transaction.


3.2.          Freedom.  Subject to the restrictions in Section 2.3
and this Article 3, neither Party shall be restricted from undertaking, alone or
with its Affiliates or any Third Party, any activities, including without
limitation entering into any contracts, with respect to any compounds,
biologics or products other than the Products and, to the extent provided in
this Article 3, the Sandoz MFN Projects. 
Notwithstanding anything to the contrary in this Article 3, neither
Party shall be restricted from entering into any agreement with Controlled
Contractors or Research Institutions with respect to any Sandoz MFN
Projects.  Unless mutually agreed by the
Parties, the provisions of Section 3.1 shall automatically terminate upon the
[**] anniversary of the MOU Effective Date.


4.                    FINANCIAL
PAYMENTS


4.1.          Costs.


4.1.1.       Development Costs.  Subject to the provisions of this Agreement,


4.1.1.a.        with respect to the Copaxone-Referenced
Product, (i) except as provided in Sections 4.1.1(a)(ii) and (iii), Momenta
shall be responsible for all Development Costs incurred under this Agreement
with respect to Development activities required to seek Marketing Approval for
the Copaxone-



 26
 









Referenced
Product in the U.S. Territory; (ii) each Party shall bear fifty percent (50%)
of all Development Costs incurred under this Agreement with respect to
Development activities required to seek Marketing Approval for the Copaxone-Referenced
Product in any country in the relevant Territory outside the U.S. Territory,
which activities are not required to seek Marketing Approval for such Product
in the U.S. Territory; provided, however, that the JSC
shall jointly decide whether to Develop for, apply for Marketing Approval for,
and/or Commercialize, the Copaxone-Referenced Product in any countries in the
Territory outside the U.S. Territory and the European Territory (subject to
Section 5.3 with respect to [**]); and (iii) the Parties shall each bear fifty
percent (50%) of the costs of clinical studies (beyond bioequivalency studies)
required to seek or achieve Marketing Approval of the Copaxone-Referenced
Product in any country in the relevant Territory, subject to Section 11.3;


4.1.1.b.       with respect to the Lovenox-Referenced
Product, (i) except as provided in Section 4.1.1(b)(ii), Momenta shall bear
[**] percent ([**]%) and Sandoz shall bear [**] percent ([**]%) of all
Development Costs incurred under this Agreement by either Party with respect to
Development activities required to seek Marketing Approval for the
Lovenox-Referenced Product in any country in the European Territory; and (ii)
Momenta shall bear [**] percent ([**]%) and Sandoz shall bear [**] percent
([**] %) of the costs of clinical studies (beyond bioequivalency studies)
required to seek or achieve Marketing Approval of the Lovenox-Referenced
Product in any country in the European Territory, subject to Section 11.3; and


4.1.1.c.        with respect to each of the Glycoprotein
Products, Sandoz shall bear all Development Costs incurred under this Agreement
with respect to Development activities required to seek Marketing Approval for
such Product in the relevant Territory.


4.1.2.       Legal Expenses.  Subject to the provisions of Section 12.5,
Sandoz shall be responsible for all Legal Expenses incurred by the Parties in
performing their obligations under this Agreement.  Legal Expenses that are Legal Clearance Costs
shall be incurred by the Parties according to the relevant Annual Collaboration
Plan.


4.1.3.       Product-Specific Patent Costs.


4.1.3.a.        Momenta shall bear only the relevant
Momenta Profit Percentage of the Product-Specific Patent Costs for each of the
Collaboration Products and Sandoz shall bear the remainder of such costs.


4.1.3.b.       Sandoz shall be responsible for all
Product-Specific Patent Costs for each of the Glycoprotein Products.


4.1.4.       Commercialization Costs.  Subject to the provisions of this Agreement,
Sandoz shall be responsible for all Commercialization Costs for each Product
and Momenta shall bear no responsibility for the Commercialization Costs for
the Products; 



 27
 









provided,
however, that Commercialization Costs with respect to [**] and,
if Sandoz requests Momenta’s assistance with other Commercialization activities
other than the [**], Sandoz shall reimburse Momenta at its Cost of Good Sold
within [**] days after Sandoz’s receipt of an invoice therefor (provided,
however, that Third Party Royalties shall be allocated pursuant
to Section 4.1.5).


4.1.5.      Third Party Royalties.


4.1.5.a.        Momenta shall be responsible for all
payments due to MIT pursuant to the MIT Agreement with respect to the Products.


4.1.5.b.       Except with respect to Sandoz’ indemnity
obligations under Section 12, Momenta shall be responsible for all payments (if
any) due to [**] pursuant to the Collaboration Agreement, dated [**], as
amended by Amendment Number One dated [**] and Amendment Number Two dated [**],
between [**] and Momenta, and the Collaboration Agreement, dated [**], between
[**] and Momenta, or any other agreement between Momenta and [**] related to
any of the aforesaid agreements or the intellectual property covered by any of
the aforesaid agreements.


4.1.5.c.        Except as provided in Sections 4.1.5(a)
and (b), (i) with respect to each Collaboration Product, Momenta shall bear
only the Momenta Profit Percentage of Third Party Royalties with respect to
such Product, which, with respect to such Third Party Royalties incurred after
Launch of such Product in the relevant country, shall be borne by Momenta as an
offset from its Profit Interest through the calculation of Profits and Cost of
Goods Sold hereunder and Sandoz shall bear the remainder of such costs; provided,
that the Parties mutually agreed upon the need for the relevant license
in accordance with Section 2.5 hereof; and (ii) with respect to each
Glycoprotein Product, Sandoz shall determine the need for the relevant license
in accordance with Section 2.5 and shall bear the entire cost of Third Party
Royalties with respect to such Product.


4.2.          Milestone
Payments.  Sandoz shall pay Momenta
the following non-creditable, non-refundable milestone payments:


4.2.1.       Copaxone-Referenced Product.


4.2.1.a.        [**] Dollars (U.S.$[**]) within [**]
days after Sandoz’ (or its Affiliates’ or sublicensees’) receipt of Application
Final Approval from the FDA for a Fully-Substitutable Copaxone-Referenced
Product in the U.S. Territory, if no Third Party (excluding Teva) has, as of
the date of such receipt, received Application Final Approval for a
Fully-Substitutable Copaxone-Equivalent Product in the U.S. Territory.


4.2.1.b.       [**] Dollars (U.S.$[**]) within [**] days
after the First Commercial Sale of a Fully-Substitutable Copaxone-Referenced
Product in the U.S. Territory.



 28
 









4.2.1.c.        [**] Dollars (U.S.$[**]), within [**]
days after the end of each of the [**] Commercial Year through the [**]
Commercial Year for the Copaxone-Referenced Product, if (i) (A) such
Copaxone-Referenced Product is Fully-Substitutable in the U.S. Territory, (B)
there is no Third Party (excluding Teva) with an approved Application in the
U.S. Territory for a Fully-Substitutable Copaxone-Equivalent Product during
such Commercial Year and (C) Profits (calculated without deducting such
milestone from Net Sales) in the U.S. Territory with respect to the
Copaxone-Referenced Product during such Commercial Year equal or are greater
than [**] Dollars (U.S.$[**]) or (ii) (A) such Copaxone-Referenced Product is
not Fully-Substitutable, (B) there is no Third Party (excluding Teva) with an
approved Application in the U.S. Territory for a Copaxone-Equivalent Product
(whether or not such Copaxone-Equivalent Product is Fully-Substitutable) during
such Commercial Year and (C) Net Sales in the U.S. Territory with respect to
the Copaxone-Referenced Product during such Commercial Year equal or are
greater than [**] Dollars (U.S.$[**]).


4.2.1.d.       [**] Dollars (U.S.$[**]) within [**] days
after the end of the first twelve (12) month period during which Net Sales of
the Copaxone-Referenced Product equal or are greater than [**] Dollars
(U.S.$[**]) in the U.S. Territory.


4.2.1.e.        In addition, [**] Dollars (U.S.$[**])
within [**] days after the end of the first twelve (12) month period subsequent
to, and not overlapping with, the period described in Section 4.2.1(d), during
which Net Sales of the Copaxone-Referenced Product equal or are greater than
[**] Dollars (U.S.$[**]) in the U.S. Territory.


4.2.2.       Lovenox-Referenced Product.


4.2.2.a.        [**] Dollars (U.S.$[**]) within [**]
days after the First Commercial Sale of the Lovenox-Referenced Product in any
country in the European Territory if, on the date of such First Commercial
Sale, there is no Third Party (other than Sanofi-Aventis) with an approved
Application in the European Territory for a Fully-Substitutable Lovenox-Equivalent
Product.


4.2.2.b.       [**] Dollars (U.S.$[**]), within [**]
days after the end of each of the [**] Commercial Year through the [**]
Commercial Year for the Lovenox-Referenced Product in the European Territory,
if there is no Third Party (other than Sanofi-Aventis) with an approved
Application in the European Territory for a Fully-Substitutable
Lovenox-Equivalent Product during such Commercial Year and if Profits
(calculated without deducting such milestone from Net Sales) in the European
Territory with respect to the Lovenox-Referenced Product during such Commercial
Year equal or are greater than [**] Dollars (U.S.$[**]).



 29
 









4.2.3.       [**]-Referenced Product.


4.2.3.a.        [**] Dollars (U.S.$[**]) within [**]
days after the First Commercial Sale of a Fully-Substitutable [**]-Referenced
Product in the U.S. Territory or [**] Dollars (U.S.$[**]) within [**] days
after the First Commercial Sale in the U.S. Territory of an [**]-Referenced
Product which is not Fully-Substitutable (the latter, a “Non-Substitutable [**]
Launch”).


4.2.3.b.       If there was a Non-Substitutable [**]
Launch then, in addition,:


4.2.3.b.1.         [**] Dollars
(U.S.$[**]) within [**] days after receipt of Full-Substitutability for an
[**]-Referenced Product if such receipt occurs within [**] years after such
Non-Substitutable [**] Launch (a “Slightly Late [**] Substitutability
Receipt”), or alternatively


4.2.3.b.2.         if there was no
Slightly Late [**] Substitutability Receipt, then


4.2.3.b.2.1         (A) [**] Dollars (U.S.$[**]) within
[**] days after the [**] anniversary of such Non-Substitutable [**] Launch, and


4.2.3.b.2.2         (B) [**] Dollars (U.S.$[**]) within
[**] days after receipt of Full-Substitutability for an [**]-Referenced Product
if such receipt occurs more than [**] years, but within [**] years, after such
Non-Substitutable [**] Launch.


4.2.3.c.        An amount equal to the difference
between (i) [**] Dollars (U.S.$[**]) and (ii) the total of all amounts which
had already been paid by Sandoz to Momenta pursuant to Sections 4.2.3(a) and
4.2.3(b), within [**] days after the end of the first [**] month period during
which Net Sales of the [**]-Referenced Product (regardless of whether it
received Full-Substitutability) equal or are greater than [**] Dollars
(U.S.$[**]).


4.2.3.d.       For the sake of clarity, in no event
shall Sandoz be required to pay to Momenta more than [**] Dollars (U.S.$[**])
pursuant to this Section 4.2.3.


4.2.4.       [**]-Referenced Product.


4.2.4.a.        [**] Dollars (U.S.$[**]) within [**]
days after the First Commercial Sale of a Fully-Substitutable [**]-Referenced
Product in the European Territory, but, for the sake of clarity, no payment
upon First Commercial Sale in the European Territory of an [**]-Referenced
Product which is not Fully-Substitutable (the latter, a “Non-Substitutable [**]
Launch”).



 30















4.2.4.b.       If there was a
Non-Substitutable [**] Launch, then the milestone under Section 4.2.3.a shall
not be paid, and instead:


4.2.4.b.1.         (i) [**] Dollars (U.S.$[**]) within [**] days
after receipt of Full-Substitutability for an [**]-Referenced Product if such
receipt occurs within [**] years after such Non-Substitutable [**] Launch, or


4.2.4.b.2.         (ii) [**] Dollars (U.S.$[**]) within [**] days
after receipt of Full-Substitutability for an [**]-Referenced Product if such
receipt occurs more than [**] years, but within [**] years, after such
Non-Substitutable [**] Launch.


4.2.4.c.        An amount equal to the
difference between (i) [**] Dollars (U.S.$[**]) and (ii) the total of all
amounts which had already been paid by Sandoz to Momenta pursuant to Sections
4.2.4(a) and 4.2.4(b), within [**] days after the end of the first twelve (12)
month period during which Net Sales of the [**]-Referenced Product (regardless
of whether it received Full-Substitutability) equal or are greater than [**]
Dollars (U.S.$[**]).


4.2.4.d.       For the sake of clarity, in
no event shall Sandoz be required to pay to Momenta more than [**] Dollars
(U.S.$[**]) pursuant to this Section 4.2.4.


4.3.          Profit and Sublicense
Income Sharing.  For each Quarter
during which (a) Sandoz, its Affiliates or distributors is selling a Product in
the relevant Territory, Sandoz shall pay Momenta an amount computed by
multiplying the Profits with respect to such Product in such Territory during
such Quarter by the relevant Momenta Profit Percentage (the “Profit Interest”);
and (b) a Third Party has been granted a sublicense under this Agreement to
Develop or Commercialize a Product in a country in the relevant Territory,
Momenta shall receive an amount computed by multiplying the Sublicense Income
from such Third Party during such Quarter by the relevant Momenta Profit
Percentage.


4.4.          Payment/Accounting.


4.4.1.       Cost
Reimbursement.  Within [**] days
after the end of each Quarter during this Agreement, each Party shall provide
to the other Party a written report documenting any Development Costs, Legal
Expenses, Product-Specific Patent Costs, other patent costs allocated pursuant
to Article 8, Momenta Third Party Royalty Obligations, Third Party Royalties
and Commercialization Costs incurred by such Party during such just-ended
Quarter which costs are to be borne now or in the future, in whole or in part,
by such other Party.  Within [**] days
after delivery of such reports, the Party which is owed money with respect to
such expenses for such Quarter shall invoice the other Party for the amount of
such expenses payable by such other Party in accordance with Section 4.1 and
such other Party shall pay such amount within [**] days after receipt of such
invoice.  Each Party will facilitate
reasonable transparency for the costs (both such Party’s FTE Costs and
out-of-pocket costs paid by such Party to Third Parties) incurred in the
Collaborative Program which are to be borne now or in the future, in 



 31
 









whole or in part, by the other Party pursuant to this Agreement, and
will have the relevant FTEs fill out routine timesheets in accordance with such
Party’s then-current time-keeping procedures but at least twice per month.  In addition, each Party shall provide to the
AMs, at approximately [**] an updated budget forecast, and, within [**] days
after the end of each month, a written report of accruals, for any Development
Costs, Legal Expenses, Product-Specific Patent Costs, other patent costs
allocated pursuant to Article 8, Momenta Third Party Royalty Obligations, Third
Party Royalties and Commercialization Costs incurred by such Party during such
month (or portion thereof) which costs are to be borne now or in the future, in
whole or in part, by the other Party.


4.4.2.       Payment
Sharing.  With respect to each
Product in each country in the relevant Territory, within [**] days after (a)
the end of each Quarter following First Commercial Sale of such Product in such
country, Sandoz shall report the amount of such Product sold in such Quarter,
the gross amount invoiced, the deductions used in the calculation of Net Sales,
the applicable Cost of Goods Sold, other deductions used to determine Profits,
and the resulting calculation of Profit Interest due to Momenta (if no Profit
Interest is due, the report shall so state), and (b) the end of each Quarter,
each Party shall report to the other the amount of any Sublicense Income or any
recovery as a result of any proceeding described in Section 8.4 or from any
counterclaim or similar claim asserted in a proceeding described in Sections
8.5 or 8.6 received by such Party or its Affiliates during such Quarter.  With each such report, (x) Sandoz shall pay
to Momenta the amount of Profit Interest due, and (y) the Party which has been
overpaid with respect to Sublicense Income or such recovery shall pay to the
other Party an amount such that Momenta has received the Momenta Profit
Percentage of Sublicense Income or such recovery (after the reimbursement of
each Party’s costs pursuant to Section 8.4.4(a)) with respect to the relevant
Product in such Quarter.  Reports shall
provide a reconciliation showing the amount due.


4.4.3.       Computation.  All payments due shall be payable in United
States dollars.  Such payments shall be
without deduction of exchange, collection, or other charges, and, specifically,
without deduction of withholding or similar taxes or other government imposed
fees or taxes, except as otherwise permitted pursuant to the definition of “Net
Sales”.


4.4.4.       Interest.  Interest shall be payable on the aggregate
amount of any payments that are not paid on or before the date such payments
are due under this Agreement at a rate per annum equal to the lesser of (a) two
percentage points above the prime rate of interest, as reported by The Wall
Street Journal for the applicable period, or (b) the highest rate permitted
by applicable law, in each case calculated on the number of days such payments
are paid after the date they are due.


4.4.5.       Record
Keeping.  Sandoz and Momenta shall
keep, and shall require their Affiliates, distributors, licensees and
sublicensees to keep, accurate and complete accounting records of the Products
sold under this Agreement and all other records appropriate to determine the
amount of Development Costs, Legal Expenses, Product-Specific Patent Costs,
other patent costs allocated pursuant to Article 8, Momenta Third Party Royalty
Obligations, Third Party Royalties and Commercialization Costs payable



 32
 









by the other Party, and of milestone payments, share of Sublicense
Income, share of recoveries as a result of any proceeding described in Section
8.4 or from any counterclaim or similar claim asserted in a proceeding
described in Sections 8.5 or 8.6, and Profit Interest due to the other Party,
hereunder (“Payables Records”). 
Such Payables Records shall be retained for at least [**] years
following a given reporting period.


4.4.6.       Audit.  Upon [**] days’ prior written notice, each
Party shall permit its books and records of Payables Records to be examined for
a particular calendar year, no more than once annually (provided, however,
that if the most recent audit conducted on behalf of such Party
disclosed a discrepancy, such Party may conduct another audit within such
annual period at least [**] months after such prior audit is concluded), during
normal business hours, by an independent auditor appointed by the other Party
and reasonably acceptable to the audited Party, and at the auditing Party’s
expense, to the extent necessary to verify the accuracy of the invoices,
reports and payments delivered by the audited Party under this Agreement.  Any information received as a result of such
inspection shall be maintained as the audited Party’s Confidential Information.


4.4.7.       Underpayment/Overpayment
and Payment Disputes.  In the event
an examining auditor specified in Section 4.4.6 concludes that an underpayment
or overpayment was made, the auditor will specify such in a written report
along with the information on which such conclusion is based.  This report will be shared promptly with the
audited Party.  The amount of any such
underpayment or the reimbursement of any such overpayment shall be due and
payable by the audited Party within [**] days of the date of such report,
together with interest calculated on the amount of such underpayment or
overpayment in the manner provided in Section 4.4.4; provided  that
if a Party disputes the conclusion of the auditor, the Parties will resolve the
dispute according to Article 13.  If the
underpayment by the audited Party or the overpayment by the auditing Party
differs by greater than five percent (5%) from the amount that was otherwise
due, the audited Party shall pay all of the costs of such review.


5.                    JOINT
DEVELOPMENT AND COMMERCIALIZATION


5.1.          Joint Collaboration.  Sandoz
and Momenta shall jointly collaborate in the Development and Commercialization
of the Products and the Legal Activities with respect thereto, using
Commercially Reasonable efforts to Develop the Products, to achieve Legal
Clearance, to bring the Products to the market in the relevant Territories
within a commercially reasonable time period (subject to the provisions of
Section 6.2) and to Commercialize the Products in the relevant Territory and to
use Commercially Reasonable efforts to maximize the Profits for each such
Product throughout the relevant Territory. 
The goal of the Collaborative Program is to Develop, register and
Commercialize the Products as follows: 
(a) the Collaboration Products as Fully-Substitutable, and (b) the
Glycoprotein Products, with the goal of achieving Full-Substitutability, or as
a Non-Substitutable Product if appropriate, at the discretion of Sandoz,
subject to Section 5.2.  Notwithstanding
any other provision of this Agreement, final decision on Development,
regulatory, legal and Commercialization strategy shall reside with Sandoz for
the Glycoprotein Products, subject to Section 5.2.



 33
 









5.2.          Sandoz Final-Decision
Making Authority.  With respect to
any matter for which Sandoz has final decision-making authority under the
Agreement and for which there is a disagreement, the following provisions shall
apply:  The relevant matter shall be
identified to, and discussed by, the JOC. 
The JOC shall in good faith attempt to resolve the matter.  If the JOC is unable to decide or resolve
such matter, then Sandoz shall have the deciding vote with respect to such
dispute; provided, however, that Sandoz shall consult
with, and give due consideration to, Momenta’s input with respect thereto; and further
provided, however, that with respect to Pre Final Legal
Clearance Launch, the JSC shall be substituted for the JOC in the prior
portions of this Section 5.2.  In no event may Sandoz exercise
its final-decision-making authority under this Agreement to (a) obligate
Momenta to spend money or devote resources outside those previously agreed to
in the relevant mutually-agreed Annual Collaboration Plan, (b) unilaterally
amend the terms of this Agreement or override Momenta’s rights in this
Agreement, or (c) unilaterally determine that it has fulfilled any obligations
under this Agreement or that Momenta has breached any obligations under this
Agreement.  Except with respect to its
decision to proceed with Pre Final Legal Clearance Launch with respect to a
Product in a country, which may be made in Sandoz’s sole discretion, Sandoz
shall exercise its final decision-making authority in good faith and in a
Commercially Reasonable manner.


5.3.          [**].  Notwithstanding
anything to the contrary herein, Sandoz has the option to develop and
commercialize the Copaxone-Referenced Product independently of Momenta for
[**]; provided, that, if it wishes to do so, it shall notify
Momenta in writing at the time when Sandoz first approves the commitment of
resources (consistent with its internal decision process) to develop the
Copaxone-Referenced Product independently of Momenta for [**].  Immediately following Sandoz’s approval of
the commitment of such resources, Momenta shall have the right, without any
further obligation to Sandoz, to develop and commercialize the
Copaxone-Referenced Product independently of Sandoz for [**].


5.4.          Joint Project Team.  The Development and Commercialization
activities and Legal Activities for each Product shall be conducted and managed
on an on-going basis through a Joint Project Team for such Product (each such
team, a “JPT”); provided, however, that Sandoz shall
be responsible for the day-to-day management of such Commercialization
activities, subject to the oversight of the relevant JPT and in accordance with
the Annual Collaboration Plan.  Each JPT
shall have one (1) Joint Project Team Leader (each, a “JPTL”).  Each Party shall designate a Local Project
Leader (each, an “LPL”) to function as the liaison and to coordinate
efforts and communication for such JPT within such Party with respect to such
Product.  The JPTL for each Glycoprotein
Product shall be selected by Sandoz; the JPTL for the Copaxone-Referenced
Product shall be selected by Momenta; and the JPTL for the Lovenox-Referenced
Product shall be selected by the JOC. 
Each JPTL shall report to the AMs. 
Each JPT shall be responsible, via oversight by the JPTL with respect to
the relevant Product, for:  (a) executing
all on-going aspects of the Development and Commercialization of, and the Legal
Activities with respect to, such Product; (b) preparing and submitting to the
Alliance Managers Annual Collaboration Plans for each Contract Year; (c)
discussing and resolving ongoing issues; (d) periodically reporting to the JOC,
through the JAM, and referring any disputes not resolved by the JPTs to the JOC
for resolution; and (e) periodically reporting to the JOC and the
Legal/Intellectual Property Team the status of intellectual property relevant
to the Collaborative Program.  Each JPT
shall only act unanimously and each Party, acting through its representatives,
shall have one vote on each JPT.  Each
JPT will be composed of functional area representatives who are directly
involved with and



 34
 









responsible for Development and
Commercialization activities and Legal Activities (which may include, but are
not limited to, analytics, characterization, process development,
bioequivalence/clinical, regulatory, intellectual property/legal,
commercialization and supply chain, each as appropriate for the stage of
Development or Commercialization of the relevant Product) per the relevant
Annual Collaboration Plan.  The JOC may
alter the functional composition of and representation on a JPT over time as
appropriate.  Momenta and Sandoz may each
change its JPT representatives at any time by giving written notice to the
other.  Additional representatives of a
Party may attend meetings of the JPTs on an ad hoc invited basis as
appropriate.  Each JPT shall meet at
least monthly during the course of the Collaborative Program.  Within [**] days after each meeting, the JPT
(via the JPTL and LPL) will provide the Alliance Managers with a written report
describing the status of the Collaborative Program with respect to the relevant
Product, including, without limitation, a summary of the results and progress
to date, the status of the then-current budget in the relevant Annual Collaboration
Plan (actuals vs. estimates), project timelines, critical path issues and any
other issues requiring resolution, proposed solutions to such issues, and the
agreed resolution of previously reported issues.


5.5.          Alliance Managers.  Each Party shall appoint a senior
representative who possesses a general understanding of the relevant technical,
regulatory, commercial and legal issues to act as its Alliance Manager (each,
an “AM” or “Alliance Manager”). 
The AMs shall be charged with creating and maintaining a collaborative
and efficient work environment within and among the Committees.  The AMs shall ensure efficient and responsive
communication among each JPT, the JOC, and the JSC.  The AMs will also be responsible for:  (a) seeking consensus (both internally,
within his/her respective Party’s organization, as well as together, between
the Parties) regarding key strategy and Collaborative Program issues; (b)
coordinating the various activities of each JPTL and LPL, if appropriate, in
developing and executing global strategies and plans for the Products; and (c)
identifying and raising cross-country (within the relevant Territory),
cross-Party and/or cross-functional disputes to the JOC in a timely
manner.  The JAM will be responsible
for:  (y) assisting the JOC and JSC
co-chairs in setting appropriate meeting agendas, and preparing meeting
minutes, as appropriate, in a format agreed upon with the JOC and JSC,
respectively; and (z) in collaboration with the other AM, drafting and revising
on a regular basis a monthly executive summary of the status of the
Collaborative Program, in a format agreed upon with the JSC, and providing such
summary to the JSC and JOC.  Sandoz may
select the initial JAM from among the initial AMs; provided, however,
that the JOC may change the JAM by selecting from between the
then-current AMs.


5.6.          Joint Operating
Committee.  The Joint Operating
Committee (“JOC”) shall consist of six (6) members, three (3)
representatives from each Party, each of whom shall have the authority,
experience and seniority sufficient to enable him or her to make decisions on
behalf of the Party he or she represents, and each JOC member will have the
sufficient capacity and shall commit sufficient effort to manage all aspects of
the collaboration.  Each AM shall be
invited to JOC meetings as guests of the JOC. 
One member from among each Party’s JOC members who are members of such
Party’s management team will be selected as co-chair.  The JOC membership shall be approved by the
JSC and the JSC shall select the co-chairs of the JOC from among the
then-current members; provided, however, that the initial
JOC co-chairs will be Sandoz’s Vice President and Global Head of
Biopharmaceutical Development (or the equivalent) and Momenta’s Senior Vice
President, Strategic Business Operations (or the equivalent).



 35
 









Momenta and Sandoz may each change its JOC
representatives or designated co-chairs at any time by giving written notice to
the other.  The JOC shall meet at least
[**] month.


5.7.          JOC Responsibilities.  The JOC shall be responsible for:  (a) overseeing each Product’s ongoing
Development and Commercialization activities and Legal Activities under the
Collaborative Program (including, without limitation, (i) determining the
strategy to achieve Legal Clearance, including, without limitation, the
strategy with respect to Paragraph IV filings and foreign equivalents, and
Patent Litigation, and (ii) determining the patent prosecution and enforcement
strategy with respect to the Joint Collaboration IP, the Collaboration Product-Specific
Patent Rights and the Glycoprotein Product-Related Patent Rights); (b)
providing overall guidance to the JPTs; (c) reviewing and endorsing to the JSC
each Product’s Annual Collaboration Plan, or any changes thereto, including
without limitation, the budgets contained therein, pursuant to Section 5.13,
and any changes thereto; (d) reviewing each JPT’s progress toward milestones in
the Annual Collaboration Plans and updating such progress at least every [**]
months; (e) establishing a Regulatory and Policy Strategy Team as described in
Section 7.6; (f) establishing a Legal / Intellectual Property Team (the “Legal
/Intellectual Property Team”) to provide strategic support with respect to
legal and intellectual property strategy matters for the Products; (g)
attempting to resolve disputes within any JPT; (h) referring any disputes not
resolved by the JOC to the JSC for resolution; and (i) performing such other
tasks and undertaking such other responsibilities as are set forth in this
Agreement.  The JOC shall only act
unanimously and each of Momenta and Sandoz, acting through its representatives,
shall have one vote on the JOC.


5.8.          Joint Steering
Committee.  The Joint Steering
Committee (“JSC”) shall consist of six (6) members, three (3)
representatives from each of Sandoz and Momenta, each of whom shall have the
authority, experience and seniority sufficient to enable him or her to make
final decisions on behalf of the Party he or she represents, and each JSC
member will have the sufficient capacity and shall commit sufficient effort to
manage all aspects of the collaboration. 
One member from among each Party’s JSC members who are members of such
Party’s executive management team will be selected as co-chair.  For one (1) year after the Effective Date,
the co-chairs shall be Sandoz’s Chief Executive Officer, and Momenta’s Chief
Executive Officer.  Momenta and Sandoz
may each change its JSC representatives or designated co-chairs at any time
after the first anniversary of the Effective Date (or earlier if a
representative or co-chair is no longer employed by the relevant Party or is
unavailable to serve due to disability) by giving written notice to the other; provided,
however, that a Party’s co-chair must directly report to such
Party’s chief executive officer.


5.9.          JSC Administration.  The JSC co-chairs shall be responsible for
calling meetings of the JSC and for leading the meetings.  The JSC shall meet at least [**] times
annually during the course of the Collaborative Program.  Following each JSC meeting, the AMs shall
jointly prepare draft meeting minutes, and shall submit such draft minutes to
the JSC co-chairs within [**] days of such meeting to allow adequate review and
comment.  Minutes shall provide a description
of the discussions held at the meeting and a list of any actions, decisions or
determinations approved by the JSC. 
Minutes of each JSC meeting shall be approved or disapproved, and
revised as necessary, at the next meeting and, following approval, shall be
signed by the JSC co-chairs.  Final
minutes of each meeting shall be distributed to the members of the JSC by the
JSC co-chairs.  The JSC shall only act
unanimously and each of Momenta and 



 36
 









Sandoz, acting through its representatives,
shall have one vote on the JSC.  Disputes
shall be resolved pursuant to Article 13.


5.10.        JSC Responsibilities.  The JSC shall be responsible for:  (a) overseeing the broad strategy of the
Collaborative Program; (b) final approval of Annual Collaboration Plans and any
changes thereto, with the goal of approving or rejecting (i) such plan within
[**] days of the proposal of such plan and (ii) any changes thereto within [**]
Business Days of the proposal of such change; (c) resolving disputes within the
JOC; and (d) performing such other tasks and undertaking such other
responsibilities as are set forth in this Agreement.


5.11.        JPT, JOC and/or JSC
Meetings.  The location of meetings
of the JPTs, JOC and JSC shall alternate between Sandoz’s principal place of
business and Momenta’s principal place of business, or as otherwise agreed by
the Parties.  The JPTs, JOC and JSC may
also meet by means of a telephone conference call or videoconference.  Each Party shall use reasonable efforts to
cause its representatives to attend such meetings.  If a representative of a Party is unable to
attend a meeting, such Party may designate an alternate to attend such meeting
in place of the absent representative. 
In addition, each of Momenta and Sandoz may, at its discretion, invite
non-voting employees, and, with the consent of Sandoz and Momenta,
respectively, consultants or scientific advisors, to attend the meetings of the
JOC or JSC to, among other things, review and discuss the Collaborative Program
and its results.  Either Momenta or
Sandoz may convene a special meeting of the JPTs, JOC or JSC for the purpose of
resolving disputes.


5.12.        Termination of
Committees.  Notwithstanding anything
to the contrary herein, no Committee (or any other committee which the Parties
may establish on which members of both Parties participate) shall remain in
existence after July 25, 2031, the twenty-fifth (25th) anniversary of the MOU Effective
Date.  In the event that either Party
desires to continue the aforementioned activities after such date, and such
desire is raised in the JSC after July 25, 2030 but before July 25, 2031, the
Parties will discuss an extension in good faith.


5.13.        Annual Collaboration Plans.  The Parties shall undertake
the Collaborative Program in accordance with the Annual Collaboration
Plans.  Each JPT shall prepare the Annual
Collaboration Plan for the relevant Product (a) for the First Contract Year
within [**] days after the Effective Date, and (b) for the Second Contract Year
and subsequent Contract Years at least [**] days prior to the commencement of
such Contract Year.  The JSC shall review
and approve the Annual Collaboration Plans (i) for the First Contract Year
within [**] days after it has been presented to the JSC, and (ii) for the
Second Contract Year and subsequent Contract Years at least [**] days prior to
the commencement of such Contract Year. 
The JPTs shall prepare and submit to the JOC for review and endorsement,
and the JSC shall review and approve, updates and amendments, as appropriate,
to the then-current Annual Collaboration Plans during the course of the
applicable Contract Year.  Each Annual
Collaboration Plan shall be consistent with the other terms and conditions of
this Agreement.  Each Annual
Collaboration Plan shall specify, among other things, with respect to the
relevant Product, (A) specific objectives of the Collaborative Program during
the applicable Contract Year, (B) specific activities to be performed by each
Party, or by Third Parties, in support of the Collaborative Program during the
applicable Contract Year, with primary responsibility for executing specific
functions determined in good faith by the relevant JPT according to the Parties’
respective capabilities and expertise, and (C) a budget reflecting the
resources (including FTEs) to be assigned and amounts



 37
 









expended by each Party in
support of the Collaborative Program.  In
particular, to support the Development and Commercialization of, and Legal
Activities with respect to, the Products, the relevant Annual Collaboration
Plan shall specify the activities to be performed by each Party, or by Third
Parties, and the related resources (including FTEs) to be assigned and the
strategic marketing plan for the relevant Product in the relevant
Territory.  In preparing the initial
Annual Collaboration Plans, the relevant JPT shall assign specific activities
to the relevant Party(ies).  While all
activities will be considered joint activities within the collaboration, the
JPTs shall assign specific activities to the relevant Party(ies) to execute.  The Annual Collaboration Plans, to be
approved by the JSC, will include a complete list of activities and the
assignment of the relevant Party(ies) for each such activity.  While a given Party may be assigned the lead
responsibility for an activity, it will be the responsibility of such Party to
achieve cross-company alignment on the strategy and the plans to complete the
activity consistent with the integrated strategy as defined in the Annual
Collaboration Plans.


5.14.        Compliance with Laws.  Each Party agrees to use Commercially
Reasonable efforts to carry out all work assigned to such Party in the Annual
Collaboration Plans and its other obligations under this Agreement in material
compliance with all applicable federal, national, multinational, state,
provincial or local regulatory laws, regulations and guidelines governing the
conduct of such work, including, without limitation, (a) the FD&C Act and
any applicable implementing regulations, and relevant foreign equivalents
thereof; (b) cGMPs; (c) all other applicable FDA guidelines and relevant
guidelines of applicable Regulatory Authorities; (d) all other applicable laws
and regulations, including all applicable federal, national, multinational,
state, provincial and local environmental, health and safety laws and
regulations in effect at the time and place of manufacture of a Product; and
(e) all applicable export and import control laws and regulations.


5.15.        Legal Clearance.  Sandoz shall have sole responsibility to make
decisions with respect to Legal Clearance (except with respect to the
determination of whether Legal Clearance has occurred, which shall be
determined in accordance with the definitions herein of Final ROW Legal
Clearance and Final U.S. Legal Clearance, as applicable); provided, that
such decisions are generally consistent with the strategy set therefor by the
JOC.  Sandoz shall select counsel
to assist with Patent Litigation occurring in the context of Legal Clearance,
which counsel shall be reasonably acceptable to Momenta.


6.                    ADDITIONAL
COMMERCIALIZATION PROVISIONS


6.1.          Review and Oversight.  Other than with respect to Section 6.2, which
activities shall be in the sole discretion of Sandoz, but subject to Section
5.2, all responsibilities of the Parties with respect to Commercialization of
the Products shall be subject to the oversight and review of the JSC as set
forth in Article 5.  Notwithstanding
Sections 1.89, 13.2, or any other provision of this Agreement (other than
Section 5.2), Sandoz or its sublicensees shall have the right to set all of the
prices for the sale of Products to Third Parties which are their immediate
customers in the relevant Territories; provided, that, with
respect to the Collaboration Products, such prices are generally consistent
with the pricing strategy set therefor by the JSC, although the Parties
recognize that Sandoz shall have the flexibility to change such prices in order
to respond to specific market conditions, and, with respect to the Glycoprotein
Products, the JSC shall discuss pricing strategy for such prices.  Sandoz or its sublicensees shall be
responsible for the 



 38
 









distribution and sale of the Products and for
invoicing and booking sales of the Products in the relevant Territories. The
name of each Collaboration Product shall be the generic name of the compound it
contains unless the Parties mutually agree that its name shall include a
trademark or tradename or be protected as a trademark (a “Branded
Collaboration Product”).  For each
Branded Collaboration Product, Sandoz may name such Product; provided, that
such name shall not include any trademark or tradename or a part thereof that
uses the name “Momenta”, “Sandoz” or a derivative of the foregoing or any other
trademark or part or derivative thereof that is the name or derivative of a
name of any Momenta Affiliate or Sandoz Affiliate, without the prior approval
of Momenta.  Once Sandoz, its Affiliate
or sublicensee begins selling a particular Product in a particular country in
the relevant Territory, Sandoz shall use Commercially Reasonable efforts to
sell such Product in such country in such Territory, itself or through its
Affiliates or sublicensees, unless Sandoz makes a Commercially Reasonable
decision to cease selling such Product in such country.


6.2.          Pre Final Legal
Clearance Launch.  Notwithstanding
any other provision in this Agreement, the Parties agree that if Application
Final Approval for a Product has been obtained in a country in the relevant
Territory but Final ROW Legal Clearance or Final U.S. Legal Clearance (as
applicable) has not yet been obtained with respect to such Product in such
country, Sandoz may, in its sole discretion, after reasonable consultation with
and due consideration of input from Momenta, decide whether to proceed with
Launch of such Product in such country, or to defer Launch until Final ROW Legal
Clearance or Final U.S. Legal Clearance, respectively, has been obtained with
respect to such Product in such country; subject to the penultimate sentence of
Section 5.2.  Upon deciding to proceed
with Pre Final Legal Clearance Launch with respect to such Product in such
country, Sandoz shall promptly notify Momenta of such decision.


7.                    REGULATORY
MATTERS


7.1.          Review and Oversight.  All responsibilities under this Article 7
shall be subject to the review and oversight of the Committees as set forth in
Article 5.


7.2.          Application Filing.  Sandoz shall file Application(s) in
accordance with the relevant Annual Collaboration Plans for each Product in the
relevant Territory under Sandoz’s name. 
If the U.S. Territory Application for the Copaxone-Referenced Product
includes a Paragraph IV Certification, Sandoz shall also provide to the
applicable Innovator notice, as required by 21 U.S.C. § 355(b)(3) or 21 U.S.C.
§ 355(j)(2)(B), respectively.


7.3.          Ownership Of The
Applications.  Sandoz shall own all
Applications for the applicable Product in the relevant Territory, subject to
Section 2.1.2.


7.4.          Application
Responsibility.  The JSC shall
determine the responsibilities of each Party with respect to the preparation of
the Applications for the Products for the relevant Territories and related
activities.  Momenta shall be responsible
for compiling modules of any registration dossier which are related to its
activities hereunder and to provide answers that can be given to the relevant
Regulatory Authority therefor.


7.5.          Regulatory
Interaction.  Except as provided in
Section 7.6, the JSC shall determine the responsibilities of each Party with
respect to interactions with the FDA or other



 39
 









Regulatory Authority with respect to the
Products in the relevant Territories; provided, however, that
adverse event reporting obligations with respect to the Products shall be the
primary responsibility of Sandoz, with Momenta’s assistance if reasonably
requested by Sandoz.


7.6.          Regulatory Policy.  The JOC shall establish a team (the “Regulatory
and Policy Strategy Team”) to provide overall strategic support to the
Collaborative Program.  The Regulatory
and Policy Strategy Team shall develop a plan detailing regulatory, legislative
and public policy activities, and each Party’s responsibility, to articulate
and present to key thought leaders and decisions makers a scientific basis for
the granting of marketing approval for Fully-Substitutable versions of the
Products and to facilitate the establishment of abridged regulatory and legal pathways
in the Territory to enable the granting of marketing approval of
Fully-Substitutable versions of the Products regulated under the USA FD&C
and Public Health Service Act and/or foreign equivalent.


8.                    INTELLECTUAL
PROPERTY


8.1.          Ownership.


8.1.1.       Single
Ownership.  As between Momenta and
Sandoz, Sandoz shall own all Sandoz IP and Momenta shall own all Momenta
IP.  Momenta hereby assigns to Sandoz all
right, title and interest in and to any Improvements to Sandoz Know-How or
Improvements to Sandoz Collaboration Know-How that are (other than works of
authorship) conceived, or, solely with respect to works of authorship,
authored, solely by Momenta or its Affiliates, or jointly by Sandoz or its
Affiliates, on the one hand, and by Momenta or its Affiliates, on the other
hand, during, and in the conduct of, the Collaborative Program (“Momenta
Assigned Improvements”).  Sandoz
hereby assigns to Momenta all right, title and interest in and to any
Improvements to Momenta Know-How or Improvements to Momenta Collaboration
Know-How that are (other than works of authorship) conceived, or, solely with
respect to works of authorship, authored, solely by Sandoz or its Affiliates,
or jointly by Sandoz or its Affiliates, on the one hand, and by Momenta or its
Affiliates, on the other hand, during, and in the conduct of, the Collaborative
Program (“Sandoz Assigned Improvements”).  The assigning Party shall execute all
documents necessary to effectuate this Section 8.1.1.  Notwithstanding anything to the contrary
herein, Sandoz, with respect to Sandoz IP, and Momenta, with respect to Momenta
IP, shall have the right to assign Sandoz IP, in the case of Sandoz, or Momenta
IP, in the case of Momenta, to its respective Affiliates, without the consent
of the other Party, or to Third Parties, with the consent of the other Party,
such consent not to be unreasonably withheld, so long as any such assignment
pursuant to this sentence is subject to the licenses granted pursuant to this
Agreement and is otherwise consistent with this Agreement.


8.1.2.       License
Outside Field to Assigned Improvements. 
Momenta hereby grants to Sandoz an irrevocable, perpetual,
non-exclusive, royalty-free, sublicenseable license to practice Sandoz Assigned
Improvements; except with respect to the Products in the Field in the relevant
Territory, which shall be governed by the other provisions of this
Agreement.  Sandoz hereby grants to
Momenta an irrevocable, perpetual, non-exclusive, royalty-free, sublicenseable
license to practice the Momenta Assigned Improvements;



 40















except with respect to the Products in the Field in the relevant
Territory, which shall be governed by the other provisions of this Agreement.


8.1.3.       Joint Ownership.  All Joint Collaboration IP shall be owned
jointly on the basis of an undivided interest by Sandoz and Momenta.  Notwithstanding anything to the contrary
herein, Sandoz and Momenta shall each have the right to use such Joint
Collaboration IP, or sell, license or otherwise transfer such Joint
Collaboration IP to its Affiliates or any Third Party, without the consent of
the other Party so long as such use, sale, license or transfer is subject to
the licenses granted pursuant to this Agreement and is otherwise consistent
with this Agreement; provided, however, that if the
Parties jointly license Joint Collaboration IP to a Third Party to Develop,
make, have made, use, sell, offer to sell, lease, import, export or otherwise
Commercialize a Product, the income therefrom shall be split so that Momenta
receives the relevant Momenta Profit Percentage with respect thereto.


8.1.4.       Inventorship.  Inventorship, for the purposes of this
Section 8.1, shall be determined by the Parties in good faith in accordance
with U.S. Territory patent laws.  In the
event of a dispute regarding inventorship or the ownership of Collaboration
Know-How that the Parties are unable to resolve, mutually acceptable outside
patent counsel not regularly employed by any Party or their Affiliates shall be
retained to attempt to resolve such dispute. For the avoidance of doubt, Sandoz
agrees that the provision or use of Sandoz Material shall not by itself be
considered a Sandoz inventive contribution to the conception or authorship of
any Momenta Collaboration Know-How, and that the provision or use of the Sandoz
Material shall not by itself cause any resulting Know-How to be considered
Joint Collaboration Know-How.


8.1.5.       Policies.  In order to protect the Parties’ Patent
Rights in the Territory and under United States law, in any inventions
conceived or reduced to practice during or as a result of the Collaborative
Program, each Party agrees to maintain a policy that requires its employees,
individual contractors, consultants and agents to record and maintain all data
and information developed in the course of the Collaborative Program in such a
manner as to enable the Parties to use such records to establish the earliest
date of conception, invention and/or to document diligent reduction to
practice.  At a minimum, the policy shall
require such individuals to record all inventions generated by them in standard
laboratory notebooks that are dated and corroborated by non-inventors on a
regular, contemporaneous basis.


8.2.          Patent Prosecution.


8.2.1.       Momenta Patent
Rights.  Subject to any Prior
Obligations of Momenta, Momenta shall use Commercially Reasonable efforts to
timely prepare, file, prosecute and maintain Momenta Patent Rights and Momenta
Collaboration Patent Rights (in each case, other than any Glycoprotein
Product-Related Patent Rights and Collaboration Product-Specific Patent Rights)
in the relevant Territory.


8.2.2.       Sandoz Patent
Rights.  Subject to any Prior
Obligations of Sandoz, Sandoz shall use Commercially Reasonable efforts to
timely prepare, file, prosecute and maintain 



 41
 









Sandoz Patent Rights and Sandoz Collaboration Patent Rights (in each
case, other than any Glycoprotein Product-Related Patent Rights and
Collaboration Product-Specific Patent Rights) in the relevant Territory.


8.2.3.       Joint
Collaboration Patent Rights and Collaboration Product-Specific Patent Rights.


8.2.3.a.    Decisions by the
JOC.  Subject to any Prior
Obligations of the Parties, the Parties, through the JOC, shall make all
decisions regarding whether and how to file and maintain any Joint
Collaboration Patent Rights (other than Glycoprotein Product-Related Patent
Rights) and Collaboration Product-Specific Patent Rights (other than
Glycoprotein Product-Related Patent Rights), and shall designate a Party as
having the initial right to prepare, file and prosecute such Patent Rights in
the relevant Territory (the “Prosecuting Party”); provided, however,
that, in the event of a dispute within the JOC and JSC with respect to
such decisions, mutually acceptable outside patent counsel not regularly
employed by any Party or their Affiliates shall be retained to resolve such
dispute.


8.2.3.b.    Conduct of
Prosecution.  Subject to any Prior
Obligations of the Parties, the Prosecuting Party shall have the initial right,
but not the obligation, to timely prepare, file, prosecute and maintain, in the
relevant Territory, the Joint Collaboration Patent Rights or Collaboration
Product-Specific Patent Rights as to which it has been designated pursuant to
Section 8.2.3.a. (in its own name, in the name of the other Party or in the
name of both Parties, as applicable). 
The Prosecuting Party shall have the full authority, subject to the
conditions of Sections 8.2.3.c, 8.2.5, and 8.2.6, below, to make all decisions,
and take all actions, that are necessary to obtain effective protection of said
Patent Rights, including, but not limited to, the authority to draft and file
appropriate responses, conduct interviews with examining authorities, and to
represent either or both Parties in any appeal(s), relating to the prosecution
of said Patent Rights.  The Prosecuting
Party shall require its patent counsel to (i) keep the other Party reasonably
informed about prosecution status and strategy, and (ii) provide the other
Party in a timely manner with copies of all official correspondence to and from
the relevant patent office, with respect thereto.  The Prosecuting Party shall consider in good
faith all comments, suggestions, and proposals by the other Party for any
response to communications from the relevant patent office, should they be
provided to the Prosecuting Party in a timely fashion to permit their
consideration and incorporation into any response thereto.  The Prosecuting Party shall have the ultimate
authority and discretion to take any action that is necessary to obtain
effective protection of said Patent Rights.


8.2.3.c.    Step-In Rights.  Subject to any Prior Obligations of the
Parties, in the event that the Prosecuting Party declines to file, prosecute or
maintain any Joint Collaboration Patent Rights or Collaboration
Product-Specific Patent Rights as to which is has been designated pursuant to
Section 8.2.3.a, elects to allow any such Patent Rights to lapse, or elects to
abandon any such Patent Rights before all appeals within the respective patent
office have been 



 42
 









exhausted, either in whole or in part, the other Party may assume  control of the filing, prosecution and/or
maintenance of such Patent Rights (in its own name, in the name of the other
Party or in the name of both Parties, as applicable).  The Prosecuting Party shall provide the other
Party with reasonable notice of its decision to decline to file, prosecute or
maintain any such Patent Rights or its election to allow any such Patent Rights
to lapse, or its election to abandon any such Patent Rights, so as to permit
the other Party to decide whether to file, prosecute or maintain the same, and
to take any necessary action.


8.2.4.      Glycoprotein
Product-Related Patent Rights.


8.2.4.a.    Decisions by the
JOC.  Subject to any Prior
Obligations of the Parties, the Parties, through the JOC, shall make all
decisions regarding whether and how to file and maintain any Glycoprotein
Product-Related Patent Rights, and shall designate a Prosecuting Party as
having the initial right to prepare, file and prosecute such Patent Rights in
the relevant Territory; provided, however, that, in the
event of a dispute within the JOC with respect to such decisions which is not
resolved within [**] days (inclusive of any escalation pursuant to Sections
5.7(h), 13.1 and 13.2), if such Glycoprotein Product-Related Patent Rights are
Joint Collaboration Patent Rights, Sandoz shall be the Prosecuting Party; and
otherwise the Owning Party shall be the Prosecuting Party.


8.2.4.b.    Conduct of
Prosecution.  Subject to any Prior
Obligations of the Parties, the Prosecuting Party shall have the initial right,
but not the obligation, to timely prepare, file, prosecute and maintain, in the
relevant Territory, the Glycoprotein Product-Related Patent Rights as to which
it has been designated pursuant to Section 8.2.4.a. (in its own name, in the
name of the other Party or in the name of both Parties, as applicable).  The Prosecuting Party shall have the full
authority, subject to the conditions of Sections 8.2.4.c, 8.2.5, and 8.2.6,
below, to make all decisions, and take all actions, that are necessary to
obtain effective protection of said Patent Rights, including, but not limited
to, the authority to draft and file appropriate responses, conduct interviews
with examining authorities, and to represent either or both Parties in any
appeal(s), relating to the prosecution of said Patent Rights.  The Prosecuting Party shall require its
patent counsel to (a) keep the other Party reasonably informed about
prosecution status and strategy, and (b) provide the other Party in a timely
manner with copies of all official correspondence to and from the relevant
patent office with respect thereto.  The
Prosecuting Party shall consider in good faith all comments, suggestions, and
proposals by the other Party for any response to communications from the relevant
patent office, should they be provided to the Prosecuting Party in a timely
fashion to permit their consideration and incorporation into any response
thereto, and the Prosecuting Party shall further require its patent counsel to
timely provide to the other Party, to the extent possible and practicable,
drafts of amendments or arguments to be made in any such response, prior to
filing, and the Prosecuting shall consider in good faith the comments of the
other Party thereon, if timely provided. 
The Prosecuting Party nonetheless shall have the ultimate authority and
discretion to take any action that 



 43
 









is necessary to obtain effective protection of said Patent Rights,
without consultation with the other Party, if either the other Party has failed
to provide its comments and counsel in a timely fashion, or if it is not
possible and practicable to consult with the other Party before any such action
must be taken.


8.2.4.c.    Step-In Rights.  Subject to any Prior Obligations of the
Parties, in the event that the Prosecuting Party declines to file, prosecute or
maintain any Glycoprotein Product-Related Patent Rights as to which is has been
designated pursuant to Section 8.2.4.a, elects to allow any such Patent Rights
to lapse, or elects to abandon any such Patent Rights before all appeals within
the respective patent office have been exhausted, either in whole or in part,
the other Party may, at its expense (subject to Section 4.1.3, and provided
that, with respect to any Glycoprotein Product-Related Patent Rights which are
Joint Collaboration Patent Rights, such costs shall be borne equally by the
Parties, except as provided in Section 4.1.3), assume control of the filing,
prosecution or maintenance of such Glycoprotein Product-Related Patent Rights
(in its own name, in the name of the other Party or in the name of both
Parties, as applicable).  The Prosecuting
Party shall provide the other Party with reasonable notice of its decision to
decline to file, prosecute or maintain any such Patent Rights, or its election
to allow any such Patent Rights to lapse, or its election to abandon any such
Patent Rights, so as to permit the other Party to decide whether to file,
prosecute or maintain the same, and to take any necessary action.


8.2.5.       Best Efforts.  The Prosecuting Party under Section 8.2.3 or
8.2.4 shall use its best efforts to prosecute and maintain the Patent Rights as
to which it has been designated pursuant to Section 8.2.3.a. or 8.2.4.a.,
respectively, to assure that the invention(s) underlying the same are protected
to the fullest extent under applicable national law in the Territory,
regardless of whether or not it is the Owning Party of such Patent Rights,
subject to the Prosecuting Party’s right to decline to file, prosecute or
maintain the relevant Patent Rights, to elect to allow the relevant Patent
Rights to lapse, or to elect to abandon any such Patent Rights before all
appeals within the respective patent office have been exhausted, in accordance
with Sections 8.2.3.c. or 8.2.4.c., respectively.


8.2.6.       Cooperation and
Assistance.  Each Party agrees to
reasonably cooperate with the other and render all reasonable assistance as may
be necessary to support any patent application filed by the other Party under
this Section 8.2, including, but not limited to, consulting and coordinating
with each other on any such patent filing activities to ensure that any Patent
Rights or Confidential Information are not unduly compromised.


8.2.7.       Costs.  Except for Product-Specific Patent Rights,
the costs for which shall be borne in accordance with Section 4.1.3, and except
as stated otherwise in Section 8.2.4.c, out-of-pocket filing, prosecution and
maintenance costs shall be borne by the Parties as follows:  (a) with respect to the Joint Collaboration
Patent Rights, such costs shall be borne equally by the Parties; (b) with
respect to Momenta Patent Rights and Momenta Collaboration Patent Rights, such
costs shall be borne solely by Momenta; and 



 44
 









(c) with respect to Sandoz Patent Rights and Sandoz Collaboration
Patent Rights, such costs shall be borne solely by Sandoz.


8.3.          Participation of Other Persons.


8.3.1.       Each of Sandoz and
Momenta shall be responsible for executing an appropriate agreement with each
employee, individual contractor, consultant or agent (including, for purposes
of clarity, individuals who regularly work for Affiliates of Sandoz or Momenta)
working on their respective behalves on the Collaborative Program, including a
provision requiring such employee, individual contractor, consultant or agent
to assign to Sandoz or Momenta, respectively, all Know-How and Patent Rights
which he or she develops or conceives and/or reduces to practice during his or
her work on the Collaborative Program so that such Know-How and Patent Rights
are Controlled by Sandoz or Momenta, respectively.


8.3.2.       Each Party shall be
responsible for executing an appropriate agreement with its Affiliate(s)
requiring such Affiliate to assign to such Party, or to exclusively license to
such Party, all Know-How and/or Patent Rights which such Affiliate develops or
conceives and/or reduces to practice during its work on the Collaborative
Program so that such Know-How and/or Patent Rights are Controlled by such
Party.


8.3.3.       Except as the Parties
may otherwise agree in writing, each of Sandoz and Momenta shall be responsible
for executing an appropriate agreement with each Third Party contracting entity
working on their respective behalves on the Collaborative Program, including a
provision requiring such entity to assign to Sandoz or Momenta, respectively,
or exclusively license to Sandoz or Momenta, respectively, all Know-How and
Patent Rights with respect to the Products which such entity develops or
conceives and/or reduces to practice during its work on the Collaborative
Program so that such Know-How and Patent Rights are Controlled by Sandoz or
Momenta, respectively.


8.3.4.       Each Party shall use
Commercially Reasonable efforts to enforce the terms of their respective
agreements described in Sections 8.3.1, 8.3.2 and 8.3.3.


8.4.          Enforcement of Patent Rights.


8.4.1.      Enforcement
of Solely-Owned Patent Rights.


8.4.1.a.    Initial Rights.  Subject to any Prior Obligations of the
Owning Party, the Owning Party shall have the initial right, but not the
obligation, to institute an infringement action or take other appropriate
action that it believes is reasonably required to protect its solely-owned
Patent Rights (other than any Glycoprotein Product-Related Patent Rights or
Collaboration Product-Specific Patent Rights) from infringement by a product
competitive with a Product in the Field in the relevant Territory when, from
its own knowledge or upon notice from the other Party, the Owning Party becomes
aware of the reasonable probability that such infringement exists.  With respect to such an infringement, the
Non-Owning Party may at any time join in any infringement action brought by the
Owning Party and may be represented by counsel of its choice, but control of 



 45
 









such action shall remain with the Owning Party.  The Non-Owning Party shall join in any
infringement action as a party at the Owning Party’s request in the event that
an adverse party asserts, the court rules or other laws then applicable
provide, or the Owning Party determines in good faith, that a court lacks
jurisdiction based on such other Party’s absence as a party in such suit.


8.4.1.b.    Step-In Rights.
Subject to any Prior Obligations of the Owning Party, in the event that the
Owning Party shall not, within [**] months of written notice from the other
Party of a suspected infringement of the Owning Party’s solely-owned Patent
Rights (other than any Glycoprotein Product-Related Patent Rights or
Collaboration Product-Specific Patent Rights) by a Third Party making, using,
selling, offering to sell or importing a product competitive with a Product in
the Field in the relevant Territory, commence and vigorously pursue an action
to enjoin such infringement, the Non-Owning Party shall be entitled, at its
expense, to commence the action in the name of the Owning Party; provided,
however, that the Non-Owning Party shall consult with the Owning
Party with respect to such action and shall give due consideration to the
Owning Party’s advice and the Owning Party’s intellectual property protection
strategy.  The Owning Party shall join in
such infringement action as a party, at the request of the Non-Owning Party, in
the event that the court rules or other laws then applicable shall require the
joinder of the Owning Party as the owner of the Owning Party’s IP (other than
any Glycoprotein Product-Related Patent Rights or Collaboration Product-Specific
Patent Rights) for purposes of prosecuting such infringement action, but shall
have no obligation to actively participate or incur expenses beyond the minimum
level necessary to appear for the purpose of sustaining jurisdiction.


8.4.2.      Joint
Collaboration IP and Collaboration Product-Specific Patent Rights.


8.4.2.a.    Decisions by the
JOC.  Subject to any Prior
Obligations of the Parties, the JOC shall make all decisions regarding
enforcement of (a) the Joint Collaboration IP (other than Glycoprotein Product-Related
Patent Rights) to protect such Joint Collaboration IP from infringement by a
product competitive with a Product in the Field in the relevant Territory, and
(b) the Collaboration Product-Specific Patent Rights (other than Glycoprotein
Product-Related Patent Rights) in the relevant Territory, and shall designate a
Party as having the initial right to institute an infringement action, or take
other appropriate action, to protect such Joint Collaboration IP or
Collaboration Product-Specific Patent Rights, as applicable, in the relevant
Territory (the “Enforcing Party”); provided, however, that,
in the event of a dispute within the JOC and JSC with respect to such
decisions, mutually acceptable outside patent counsel not regularly employed by
any Party or their Affiliates shall be retained to resolve such dispute.  Each Party shall provide to the other Party
copies of any notices it receives from Third Parties regarding any patent
nullity actions, any declaratory judgment actions, any alleged infringement or
any alleged misappropriation of such Joint Collaboration IP or the
Collaboration Product-Specific Patent Rights. 
Such 



 46
 









notices shall be provided promptly, but in no event after more than
[**] days following receipt thereof.


8.4.2.b.    Rights and Duties
of the Enforcing Party.  Subject to
any Prior Obligations of the Parties, the Enforcing Party shall have the
initial right, but not the obligation, to institute an infringement action or
take other appropriate action that it believes is reasonably required to
protect the Joint Collaboration IP or Collaboration Product-Specific Patent
Rights as to which it has been designated pursuant to Section 8.4.2.a from
infringement by a product competitive with a Product in the Field in the
relevant Territory when, from its own knowledge or upon notice from the other
Party, the Enforcing Party becomes aware of the reasonable probability that
such infringement exists.  With respect
to such an infringement, the other Party may at any time join in any
infringement action brought by the Enforcing Party and may be represented by
counsel of its choice, but control of such action shall remain with the
Enforcing Party.  The Enforcing Party
shall keep the other Party reasonably informed about the enforcement strategy
with respect thereto and copy the other Party on all papers exchanged with the
opposing party or filed with any court with respect thereto.  The Enforcing Party shall consider in good
faith all comments provided by the other Party with respect to any papers
exchanged with the opposing party or filed with any court with respect thereto,
which comments shall not be unreasonably rejected.  The other Party shall join in any
infringement action as a party at the Enforcing Party’s request in the event
that an adverse party asserts, the court rules or other laws then applicable
provide or the Enforcing Party determines in good faith, that a court lacks
jurisdiction based on the other Party’s absence as a party in such suit.


8.4.2.c.    Step-In Rights.
Subject to any Prior Obligations of the Parties, in the event that the
Enforcing Party shall not, within [**] months of written notice from the other
Party or otherwise becoming aware of a suspected infringement of such Joint
Collaboration IP or Collaboration Product-Specific Patent Rights by a Third
Party making, using, selling, offering to sell or importing a product
competitive with a Product in the Field in the relevant Territory, commence and
vigorously pursue an action to enjoin such infringement, such other Party shall
be entitled to commence the action in its name. 
The Enforcing Party shall join in such infringement action as a party,
at the request of the other Party, in the event that the court rules or other
laws then applicable shall require the joinder of the Enforcing Party for
purposes of prosecuting such infringement action, but shall have no obligation
to actively participate or incur expenses beyond the minimum level necessary to
appear for the purpose of sustaining jurisdiction.


8.4.3.      Glycoprotein-Related
Patent Rights.


8.4.3.a.    Initial Rights.  Subject to any Prior Obligations of the
Parties, the Parties, through the JOC, shall make all decisions regarding
whether and how to enforce the Glycoprotein Product-Related Patent Rights to
protect the 



 47
 









Glycoprotein Product-Related Patent Rights from infringement by a
product competitive with a Glycoprotein Product in the Field in the relevant
Territory, and shall designate an Enforcing Party as having the initial right
to enforce such Glycoprotein Product-Related Patent Rights to protect such
Glycoprotein Product-Related Patent Rights from infringement by a product
competitive with a Glycoprotein Product in the Field in the relevant Territory;
provided, however, that, in the event of a dispute within
the JOC with respect to such decisions which is not resolved within [**] days
(inclusive of any escalation pursuant to Sections 5.7(h), 13.1 and 13.2), if
such Glycoprotein Product-Related Patent Rights are Joint Collaboration Patent
Rights, Sandoz shall be the Enforcing Party; and otherwise the Owning Party
shall be the Enforcing Party.


8.4.3.b.    Rights and Duties
of the Enforcing Party. Subject to any Prior Obligations of the Parties,
the Enforcing Party shall have the initial right, but not the obligation, to
institute an infringement action or take other appropriate action that it
believes is reasonably required to protect such Glycoprotein Product-Related
Patent Rights from infringement by a product competitive with a Product in the
Field in the relevant Territory when, from its own knowledge or upon notice
from the other Party, the Enforcing Party becomes aware of the reasonable
probability that such infringement exists. 
With respect to such an infringement, the other Party may at any time
join in any infringement action brought by the Enforcing Party and may be
represented by counsel of its choice, but control of such action shall remain
with the Enforcing Party, subject to the conditions of Sections 8.4.3.c.  The Enforcing Party shall keep the other
Party reasonably informed about the enforcement strategy with respect thereto
and copy the other Party on all papers exchanged with the opposing party or
filed with any court with respect thereto. 
The Enforcing Party shall consider in good faith all comments provided
by the other Party with respect to any papers exchanged with the opposing party
or filed with any court with respect thereto, which comments shall not be
unreasonably rejected, should such comments be provided to the Enforcing Party
in a timely fashion to permit their consideration and incorporation into such
papers to be provided to the opposing party by the Enforcing Party or such
filings to be provided to any court by the Enforcing Party, and the Enforcing
Party shall further provide to the other Party, to the extent possible and
practicable, drafts of such papers to be provided to the opposing party by the
Enforcing Party or such filings to be provided to any court by the Enforcing
Party, and the Enforcing Party shall consider in good faith the comments of the
other Party thereon, if timely provided. 
The Enforcing Party nonetheless shall have the ultimate authority and
discretion to take any action that is necessary to enforce said Patent Rights,
without consultation with the other Party, if either the other Party has failed
to provide its comments and counsel in a timely fashion, or if it is not
possible and practicable to consult with the other Party before any such papers
must be exchanged or filings must be made. 
The other Party shall join in any infringement action as a party at the
Enforcing Party’s request in the event that an adverse party asserts, the court
rules or other laws then applicable provide or the Enforcing Party determines
in good faith, that a court lacks jurisdiction based on the other Party’s
absence as a party in such suit.



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8.4.3.c.    Step-In Rights.
Subject to any Prior Obligations of the Parties, in the event that the
Enforcing Party shall not, within [**] months of written notice from the other
Party or otherwise becoming aware of a suspected infringement of such
Glycoprotein Product-Related Patent Rights by a Third Party making, using,
selling, offering to sell or importing a product competitive with a Product in
the Field in the relevant Territory, commence and vigorously pursue an action
to enjoin such infringement, such other Party shall be entitled, at its expense
(subject to Section 4.1.3, and provided that with respect to any Glycoprotein
Product-Related Patent Rights which are Joint Collaboration Patent Rights, such
costs shall be borne equally by the Parties, , except as provided in Section
4.1.3), to commence the action in its name. 
The Enforcing Party shall join in such infringement action as a party,
at the request of the other Party, in the event that the court rules or other
laws then applicable shall require the joinder of the Enforcing Party for
purposes of prosecuting such infringement action, but shall have no obligation
to actively participate or incur expenses beyond the minimum level necessary to
appear for the purpose of sustaining jurisdiction.


8.4.4.      Recoveries.  Subject to any Prior Obligations of the
Parties, any recovery obtained by a Party(ies) as a result of any proceeding
described in this Section 8.4 or from any counterclaim or similar claim
asserted in a proceeding described in Sections 8.5 or 8.6, by settlement or
otherwise, shall be applied as follows:


8.4.4.a.    First, to reimburse
each Party for all litigation costs in connection with such proceeding paid by
that Party (on a pro rata basis, determined in accordance with the relevant
Momenta Profit Percentage, based on each Party’s respective litigation costs,
to the extent the recovery was less than all such litigation costs); and


8.4.4.b.    Second, the remainder
of the recovery shall be shared so that Momenta receives the applicable Momenta
Profit Percentage thereof.


8.4.5.       Cooperation;
Settlements.  In the event that any
Party takes action pursuant to this Section 8.4, the other Party shall
cooperate with the Party so acting to the extent reasonably possible, including
the joining of suit as required by this Agreement or as otherwise
desirable.  No Party participating in
such suit shall settle or compromise any claim or proceeding relating to the
other Party’s Patent Rights or Know-How without obtaining the prior written
consent of such other Party, such consent not to be unreasonably withheld, it
being understood that the consent of a Third Party Licensor of such other
Party, or of the relevant Sandoz Affiliate in accordance with the Existing US
Lovenox Agreement, may also be required in order to settle or compromise any
claim or proceeding relating to such Party’s Patent Rights or Know-How.


8.4.6.       Costs.  Except for Product-Specific Patent Rights,
the costs for which shall be borne in accordance with Section 4.1.3, and except
as stated otherwise in Sections 8.4.1.b or 8.4.3.c, out-of-pocket costs
incurred in connection with any litigation or proceedings pursuant to this
Section 8.4 shall be borne by the Parties as follows:  (a) with respect to the Joint Collaboration
Patent Rights, such costs shall be borne equally by the 



 49
 









Parties; (b) with respect to Momenta Patent Rights and Momenta
Collaboration Patent Rights, such costs shall be borne solely by Momenta; and
(c) with respect to Sandoz Patent Rights and Sandoz Collaboration Patent
Rights, such costs shall be borne solely by Sandoz.


8.5.          Claimed Infringement.  In the event that a Party becomes aware that
the development, manufacture, use, sale, offer to sell or importation of a
Product infringes, or is likely to or is alleged to infringe, the Patent Rights
or Know-How of any Third Party, such Party shall promptly notify the other
Party in writing, and, with respect to activities undertaken pursuant to this
Agreement, the Parties shall cooperate and shall mutually agree, through the
JOC, upon an appropriate course of action and shall act in accordance with such
JOC-approved course of action; provided, however, that, to
the extent that any action would involve the enforcement of a Party’s Patent
Rights or the defense of an Invalidity Claim with respect to a Party’s Patent
Rights, the general concepts of Section 8.4 shall apply to the enforcement of
such Party’s Patent Rights or the defense of such Invalidity Claim (i.e., the
Owning Party shall have the initial right, and the Non-Owning Party shall have
a step-in right, to enforce or defend in the relevant Territory to the extent
provided in Section 8.4.1, subject to any Prior Obligations of the Parties,
other than Joint Collaboration IP, Collaboration Product-Specific Patent Rights
and Glycoprotein Product-Related Patent Rights, for which decisions shall be
made as provided in Sections 8.4.2, 8.4.2 and 8.4.3, respectively).  Each Party shall provide to the other Party
copies of any notices it receives from Third Parties regarding any patent
nullity actions, any declaratory judgment actions, or any alleged infringement
or misappropriation of Momenta IP, Sandoz IP, Joint Collaboration IP or the
Patent Rights or Know-How of any Third Party. 
Such notices shall be provided promptly, but in no event later than [**]
days following receipt thereof.


8.6.          Patent Invalidity Claim.  Subject to any Prior Obligations of the
Parties, if a Third Party at any time asserts a claim that any Momenta IP,
Sandoz IP or Joint Collaboration IP is invalid or otherwise unenforceable (an “Invalidity
Claim”), whether as a defense in an infringement action brought by a Party
pursuant to Section 8.4 or in an action brought against a Party under Section
8.5, the general concepts of Section 8.4 shall apply to such Invalidity Claim
(i.e., the Owning Party shall have the initial right, and the Non-Owning Party
shall have a step-in right, to defend such Invalidity Claim in the relevant
Territory to the extent provided in Section 8.4.1, in the case of claims regarding
the Owning Party’s IP (other than any Joint Collaboration IP, Collaboration
Product-Specific Patent Rights and Glycoprotein Product-Related Patent Rights,
which are provided for in Sections 8.4.2, 8.4.2 and 8.4.3, respectively),
subject to any Prior Obligations of the Parties).  No Party shall settle or compromise any
Invalidity Claim without obtaining the prior written consent of the other
Party, such consent not to be unreasonably withheld, it being understood that
the consent of a Third Party Licensor of a Party, or the relevant Sandoz
Affiliate pursuant to the Existing US Lovenox Agreement, may also be required
in order to settle or compromise such Invalidity Claim.


8.7.          Obligations to Licensors.  Notwithstanding anything to the contrary in
this Article 8, the terms of this Article 8 are subject to and limited by the
provisions of any applicable agreement with Third Party Licensors, including,
as applicable, the MIT Agreement, and the limitations imposed by the Existing
US Lovenox Agreement. Neither Party shall amend any such Third Party license
agreement existing as of the Effective Date (including, without limitation, the
MIT Agreement) in a manner that would be inconsistent with the terms of this
Agreement, nor



 50















enter into any agreement after the Effective
Date that would be inconsistent with the terms of this Agreement.


8.8.          Patent Marking. 
Sandoz shall, and shall cause its Affiliates and distributors, to (a)
mark each Product that is manufactured, offered for sale, sold or imported
under this Agreement with the number of each issued patent under Momenta IP,
Sandoz IP or Joint Collaboration IP that applies to such Product and (b) comply
with the patent marking statutes in each country in which such Product is manufactured
by or on behalf of Sandoz or its Affiliates.


9.                    WARRANTIES


9.1.          Representations and Warranties of the Parties.  Except [**], each of Momenta, on the one
hand, and Sandoz, on the other hand, (the “Representing Party”)
represents and warrants, or covenants, to Sandoz and Momenta, respectively, as
of the Effective Date that:


9.1.1.       The Representing
Party is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation or foreign jurisdiction;


9.1.2.       The Representing
Party has the requisite corporate power and authority to execute and deliver
this Agreement and to perform all of its obligations hereunder.  The execution and delivery of this Agreement
and the performance by the Representing Party of its obligations hereunder have
been authorized by all requisite corporate action on its part.  This Agreement has been validly executed and
delivered by the Representing Party, and, assuming that such document has been duly
authorized, executed and delivered by the other Party, constitutes a valid and
binding obligation of the Representing Party, enforceable against such Party in
accordance with its terms;


9.1.3.       Except as otherwise
set forth in this Agreement or the Stock Purchase Agreement, no material filing
with, and no material permit, authorization, consent or approval of, any
governmental authority is necessary for the consummation by the Representing
Party of the transactions contemplated by this Agreement, except for those
filings, permits, authorizations, consents or approvals, the failure of which
to be made or obtained would not materially impair such Party’s ability to
consummate the transactions contemplated hereby or materially delay the
consummation of the transactions contemplated hereby;


9.1.4.       The execution and
delivery of this Agreement by the Representing Party and the performance by
such Party of its obligations hereunder, will not (a) violate the certificate
of incorporation, by-laws or other organizational document of such Party; (b)
conflict in any material respect with or result in a material violation or
breach of, or constitute a material default under, any material contract,
agreement or instrument to which such Party is bound, or result in the creation
or imposition of any material lien upon the Products; or (c) violate or
conflict in any material respect with any material law, rule, regulation,
judgment, order or decree of any court or governmental authority applicable to
such Party or the Products;


9.1.5.       The Representing
Party has the full power and right to grant to the relevant Party the license
rights set forth in Article 2 and Section 11.7, free of any liens or 



 51
 









encumbrances (other than the rights of any Third Party Licensors
therein and subject to Section 2.5);


9.1.6.       Excepting the pending
case [**] to the extent it might concern the
practice of the Momenta IP and/or the Sandoz IP with respect to a Product, the
Representing Party has not, as of the Effective Date, received any notice from
any Third Party that the practice of the Momenta IP with respect to a Product,
if the Representing Party is Momenta, or the practice of the Sandoz IP with
respect to a Product, if the Representing Party is Sandoz, infringes any patent
or other proprietary rights of any Third Party, and the Representing Party has,
as of the Effective Date, no knowledge that any Third Party patent or
proprietary rights are infringed as of the Effective Date by the practice by
Momenta of the Momenta IP with respect to a Product, if the Representing Party
is Momenta, or by the practice by Sandoz of the Sandoz IP with respect to a
Product, if the Representing Party is Sandoz;


9.1.7.       To the Representing
Party’s knowledge, as of the Effective Date, there are no interferences or
oppositions pending before any court or administrative office or agency
relating to the Momenta IP, if the Representing Party is Momenta, or Sandoz IP,
if the Representing Party is Sandoz;


9.1.8.       Excepting the pending
case [**] to the extent it might concern the
Momenta IP and/or the Sandoz IP, to the Representing Party’s knowledge, as of
the Effective Date, all issued patents in the Momenta IP, if the Representing
Party is Momenta, or Sandoz IP, if the Representing Party is Sandoz, are valid
and enforceable and have not been challenged in any judicial or administrative
proceeding; and


9.1.9.       There is no action or
proceeding pending or, insofar as the Representing Party knows as of the
Effective Date, threatened against the Representing Party before any court,
administrative agency or other tribunal that might have a material adverse
effect on the Representing Party’s performance of this Agreement.


9.2.          No Reliance by Third Parties.  The representations, warranties and covenants
of a Party set forth in this Agreement are intended for the sole and exclusive
benefit of the other Party and the Indemnified Parties, and may not be relied
upon by any Third Party other than the Indemnified Parties, and may only be
relied on by the Indemnified Parties for purposes of their indemnity hereunder.


9.3.          No Other Warranties. 
Nothing in this Agreement shall be construed as a representation made or
warranty given by any Party that (a) any patents will issue based on pending
patent applications, (b) any pending patent applications or patents issued
thereon will be valid, or (c) no Third Party will bring a claim against Sandoz,
Momenta or any of their Affiliates or licensees claiming infringement or
misappropriation of such Third Party’s Patent Rights, Know-How or confidential
information.  EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS, WAIVES,
RELEASES AND RENOUNCES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.



 52
 









10.              CONFIDENTIALITY


10.1.        Prior Confidentiality Agreements.  Momenta and Affiliates of Sandoz are parties
to the Prior Confidentiality Agreements. 
The following shall be considered Confidential Information hereunder,
subject to the exceptions in Section 1.21: 
(a) all Confidential Information (as that term is defined in the
Biochemie CDA) relating to the Products disclosed pursuant to the Biochemie
CDA, (b) all Proprietary Information (as that term is defined in the Geneva
CDA), relating to the Products disclosed pursuant to the Geneva CDA, and (c)
the Position Statements (as that term is defined in one or more of the
Community of Interest Letters and Agreements) and other information deemed
confidential pursuant to the Community of Interest Letters and Agreements,
which, notwithstanding anything to the contrary herein, shall also remain
subject to the provisions of (y) Section 3 of the particular Community of
Interest Letters and Agreements dated [**] and (z) the particular Community of
Interest Letter and Agreement dated [**]. 
The terms of this Agreement shall be deemed to be Confidential
Information of each Party, subject to the exceptions in Section 1.21, for
purposes of this Agreement.


10.2.        Confidential Information.  Each of Sandoz and Momenta (the “Receiving
Party”) shall keep strictly confidential any Confidential Information
disclosed by any other Party (the “Disclosing Party”), using at least
the same degree of care that it uses to protect its own confidential or
proprietary information but in no event less than reasonable care.


10.3.        Nondisclosure of Confidential Information.  The Receiving Party shall use the Disclosing
Party’s Confidential Information solely for the purposes of this Agreement and
the transactions contemplated hereby and shall not disclose or disseminate any
such Confidential Information to any Person at any time, except for disclosure
to those of its Affiliates, directors, officers, employees, consultants,
accountants, attorneys, advisers and agents that have a need to know such information
to permit the Receiving Party to exercise its rights or fulfill its obligations
pursuant to this Agreement, provided  that such Persons are bound
to maintain the confidentiality of such Confidential Information to the same
extent as if they were parties hereto.


10.4.        Exceptions.  The foregoing confidentiality and
nondisclosure obligations are subject to the following exceptions:


10.4.1.     The Receiving Party
may disclose the Disclosing Party’s Confidential Information that is required
to be publicly disclosed by law, regulation or legal process (including,
without limitation, the rules or regulations of the United States Securities
and Exchange Commission or similar regulatory agency in a country other than
the United States, or the rules or regulations of any stock exchange
(including, without limitation, Nasdaq)); provided, however, that
the Receiving Party shall (a) use Commercially Reasonable efforts to ensure
that it discloses the minimum amount of the Disclosing Party’s Confidential
Information necessary to comply with law, (b) where possible, seek confidential
treatment for any such information which is disclosed to a governmental agency
or group, and (c) provide the Disclosing Party with prior notice of such
disclosure (to the extent permissible).



 53
 









10.4.2.     Pursuant to an
agreement or professional responsibility to maintain confidentiality, any Party
may discuss the terms of this Agreement with, or provide a copy of this
Agreement to, its independent public accountants or its attorneys.


10.4.3.     Pursuant to an
agreement to maintain confidentiality, Momenta may provide a copy of this
Agreement or relevant portions thereof, to MIT and any other Third Party
Licensor, if and to the extent required pursuant to the relevant license
agreement with respect to Momenta IP.


10.4.4.     Any other disclosure
of the terms of this Agreement (including, without limitation, any public
announcements, press releases, discussions, interviews or similar publicity
with respect to this Agreement) by Momenta or Sandoz must be approved in
advance in writing by Sandoz or Momenta, respectively, as to form and content
of such disclosure; provided, however, that the contents
of any public announcement, press release or similar publicity which has been
reviewed and approved by the reviewing Party can be re-released by either Party
in any form without a requirement for re-approval.


10.5.        Identification. 
In any disclosure by Sandoz permitted hereunder which refers to Momenta
IP or the Joint Collaboration IP, Sandoz shall identify Momenta as the
inventor, co-inventor, originator, owner, co-owner and/or licensee, as
appropriate, of such Momenta IP or Joint Collaboration IP.  In any disclosure by Momenta permitted
hereunder which refers to Sandoz IP or Joint Collaboration IP, Momenta shall
identify Sandoz as the inventor, co-inventor, originator, owner, co-owner
and/or licensee, as appropriate, of such Sandoz IP or Joint Collaboration IP.


10.6.        Equitable Relief. 
The Receiving Party agrees that any breach of this Article 10 may cause
the Disclosing Party substantial and irreparable injury and, therefore, in the
event of any such breach, in addition to other remedies that may be available,
the Disclosing Party shall have the right to specific performance and other
injunctive and equitable relief.


10.7.        Survival.  The
confidentiality and nondisclosure obligations of this Article 10 shall survive
the expiration or termination of this Agreement and remain in effect for a
period of ten (10) years following the expiration or termination of this
Agreement.  For the sake of clarity, if
any item of “Confidential Information” (as defined in the Existing US Lovenox
Agreement) is also considered Confidential Information hereunder, then, to the
extent that any provision of Article 10 of the Existing US Lovenox Agreement
conflicts with any provision of Article 10 in this Agreement, then such
provision in this Article 10 shall control and, for the sake of clarity, such
Confidential Information shall be protected for the longer of ten (10) years
following the expiration or termination of this Agreement or of the Existing US
Lovenox Agreement.


11.              TERM &
TERMINATION


11.1.        Term.  The term
of this Agreement (the “Term”) shall begin on the Effective Date and
continue throughout the Development and Commercialization of the Products until
the last sale of the Products by Sandoz, its Affiliates or distributors, or
sublicensees approved by the 



 54
 









Parties, anywhere in the relevant Territory,
unless earlier terminated by either Party pursuant to the provisions of this
Agreement.


11.2.       Termination For Cause.


11.2.1.     Either Party may
terminate this Agreement, in whole or, in its discretion, solely with respect
to the relevant Product if the relevant breach relates to such Product, upon
ninety (90) days’ prior written notice to the other Party upon any material
breach of this Agreement by such other Party; provided  that such
termination shall become effective only if such other Party fails to cure such
breach within [**] days after receiving such notice.  If Sandoz shall terminate a Glycoprotein
Product pursuant to this Section 11.2.1, Sandoz may specify in the notice of
termination that it chooses to retain the licenses granted to Sandoz under
Article 2 with respect to the terminated Glycoprotein Product.


11.2.2.     To the extent permitted
under applicable law, either Party may terminate this Agreement effective
immediately with written notice if the other Party shall file for bankruptcy,
shall be adjudicated bankrupt, shall file a petition under insolvency laws,
shall be dissolved or shall have a receiver appointed for substantially all of
its property.


11.3.        Need for Clinical Trials for Collaboration Products.  Each Party may terminate this Agreement with
respect to the Collaboration Products, on a Product-by-Product and
Region-by-Region basis, upon ninety (90) days’ prior written notice to the
other Party provided to such other Party within sixty (60) days after (a)
receipt of written correspondence from the applicable Regulatory Authority with
respect to such Region specifying that such Product will not receive Marketing
Approval in such Region without conducting clinical studies (other than
bioequivalence studies) or (b) the reasonable determination by the JSC that
clinical studies (other than bioequivalence studies) will be required in order
for such Product to receive Marketing Approval in such Region; provided,
however, that such Party may terminate this Agreement with
respect to all Regions for the Copaxone-Referenced Product if the relevant
Region for which such correspondence is received or for which the JSC makes
such determination is the U.S. Territory. 
If one Party provides notice to the other Party of a termination
pursuant to this Section 11.3, the other Party shall have thirty (30) days
thereafter to provide equivalent notice of termination for such reason to the
first Party, in which case the Parties will be considered to have jointly
terminated such Product with respect to the relevant Region(s).


11.4.        Sandoz Termination of Glycoprotein Products.  With respect to each Glycoprotein Product,
Sandoz may terminate this Agreement with respect to such Glycoprotein Product:


11.4.1.     for convenience upon
ninety (90) days’ prior written notice to Momenta, which notice may be provided
to Momenta no sooner than fifteen (15) months, and no later than (21) months,
after the MOU Effective Date, so that such termination is effective between
eighteen (18) and twenty-four (24) months after the MOU Effective Date;


11.4.2.     if, in the reasonable
determination of the Parties, as documented in writing, the Momenta IP does not
and will not materially contribute to the achievement of 



 55
 









Marketing Approval or Full-Substitutability for such Glycoprotein
Product in the relevant Territory; provided, however, that
once any Momenta IP is used in a regulatory filing for such Glycoprotein
Product that has been filed by Sandoz, its Affiliates or sublicensees with a
Regulatory Authority in the relevant Territory, the termination right pursuant
to this Section 11.4.2 shall automatically expire;


11.4.3.     upon ninety (90) days’
prior written notice to Momenta if the Regulatory Authority for the relevant
Territory states in writing that the Momenta IP did not contribute to the
Marketing Approval of such Glycoprotein Product;


11.4.4.     on ninety (90) days’
prior written notice to Momenta upon Sandoz’s decision to permanently cease
development and commercialization of such Glycoprotein Product and of the
relevant Related Products; or


11.4.5.     on ninety (90) days’
prior written notice to Momenta if, following a Change in Control of Momenta,
there occurs the continuous neglect by Momenta of its material obligations
under the Annual Collaboration Plan with respect to such Glycoprotein Product
which has a material adverse effect on the development and/or commercialization
of such Glycoprotein Product.  If Sandoz
shall terminate a Glycoprotein Product pursuant to this Section 11.4.5, Sandoz
may specify in the notice of termination that it chooses to retain the licenses
granted to Sandoz under Article 2 with respect to the terminated Glycoprotein
Product.


11.5.        Momenta Termination of Glycoprotein Products.  With respect to each Glycoprotein Product,
Momenta may terminate this Agreement with respect to such Glycoprotein Product
on ninety (90) days’ prior written notice to Sandoz if, following a Change in
Control of Sandoz, there occurs the continuous neglect by Sandoz of its
material obligations under the Annual Collaboration Plan with respect to such
Glycoprotein Product which has a material adverse effect on the development
and/or commercialization of such Glycoprotein Product.  If Momenta shall terminate a Glycoprotein
Product pursuant to this Section 11.5, Momenta may specify in the notice of
termination that it chooses to retain the licenses granted to Momenta under
Article 2 with respect to the terminated Glycoprotein Product.


11.6.        Interpretation. 
In the event that this Agreement has been terminated with respect to all
Products, this Agreement shall terminate in its entirety (subject to Sections
11.7 and 11.8).  For the sake of clarity,
in the event that this Agreement is terminated in its entirety, all Products
shall be considered terminated Products for purposes of Section 11.7.


11.7.       Effects of Termination.


11.7.1.     With respect to the
Collaboration Products, if this Agreement is terminated (in its entirety or
with respect to a Collaboration Product, as applicable), except as provided in
Section 11.7.2,


11.7.1.a.  all licenses granted by
Momenta to Sandoz with respect to such terminated Product(s) (limited to the
relevant Region, with respect to a termination pursuant to Section 11.3 for the
Copaxone-Referenced Product in less than all Regions) shall terminate;



 56
 









11.7.1.b.  all licenses granted by
Sandoz to Momenta under Article 2 with respect to such terminated Product(s)
(in such Region, if applicable) shall remain in effect on an irrevocable,
perpetual and sublicenseable (provided  that such sublicensees
comply with the relevant provisions of this Agreement) basis, and Sandoz hereby
grants to Momenta an irrevocable, perpetual, exclusive, royalty-free,
sublicenseable (provided  that such sublicensees comply with the
relevant provisions of this Agreement) license, under Sandoz IP and under
Sandoz’s rights in the Joint Collaboration IP, to sell, offer to sell and
otherwise Commercialize such terminated Product(s) in the relevant Territory
(or in such Region, if applicable) in the Field (which license Momenta shall
not exercise until such termination of this Agreement);


11.7.1.c.  Sandoz shall cease to
use and shall assign to Momenta all of its right, title and interest in and to
all clinical, technical and other related reports, records, data, information
and materials and all regulatory filings and Marketing Approvals relating to
such terminated Product(s) in the Field in the relevant Territory (or such
Region, as applicable) (and Sandoz shall deliver to Momenta, at Sandoz’s
expense, one (1) copy of each physical embodiment of the aforementioned items
within thirty (30) days after such termination);


11.7.1.d.  Sandoz shall cease to
use in the Field any technology arising out of the Collaborative Program,
including, without limitation, any manufacturing processes, to develop,
manufacture or commercialize such terminated Product(s);


11.7.1.e.  Sandoz shall promptly
return to Momenta all materials and records in its possession or control
containing Confidential Information of Momenta which solely relates to such
terminated Product(s) (or such Product(s) only with respect to the terminated
Regions, if applicable);


11.7.1.f.   Sandoz shall transfer and
assign to Momenta all trademarks and tradenames of such terminated Product(s)
that have received Marketing Approval in the relevant Territory (or Region, as
applicable) in the Field, except for any such trademarks or tradenames or a
part thereof that use the name “Sandoz” or a derivative thereof or any other
trademark or tradename or part or derivative thereof that is the name or
derivative of a name of any Sandoz Affiliate;


11.7.1.g.  if so requested by
Momenta, Sandoz shall, at Sandoz’s expense, take reasonable steps to assist
Momenta in establishing a contract manufacturing relationship with its
suppliers (if any) of such terminated Product(s), it being understood that
Sandoz in no way guarantees the ability to transfer any such relationship to
Momenta;


11.7.1.h.  at Momenta’s request,
Sandoz shall sell to Momenta at the Cost of Goods Sold all units, whether in
finished product or work-in-process 



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form, in its inventory of such terminated Product(s) for sale in or
into the relevant Territory (or Region, as applicable);


11.7.1.i.   subject to any Prior
Obligations of Sandoz, Sandoz shall continue to use Commercially Reasonable
efforts to timely prepare, file, prosecute and maintain, at its expense, Sandoz
Patent Rights and Sandoz Collaboration Patent Rights in the Field in the
relevant Territory (or Region, if applicable) to the extent reasonably
necessary for the Development and Commercialization of such terminated
Product(s) in the Field in the Territory (or Region, if applicable); provided,
however, that if Sandoz declines to file, prosecute or maintain
any such Patent Right or if Sandoz elects to allow any such Patent Right to
lapse or elects to abandon any such Patent Right before all appeals within the
respective patent office have been exhausted, then, subject to any Prior
Obligations of Sandoz, (1) Momenta shall have the right, at its own expense and
upon written notice to Sandoz, to assume control of the filing, prosecution and
maintenance of such Patent Right in Sandoz’s name or the name of its Third
Party Licensor, as applicable, in which event, Sandoz shall provide assistance
(including the execution of all necessary documents and instruments) to and
cooperate with Momenta in prosecuting the subject Patent Right, should Momenta
elect to prosecute and maintain the subject Patent Right, and (2) Sandoz shall
provide Momenta with reasonable notice of its decision to decline to file,
prosecute or maintain any such Patent Right or its election to allow any such
Patent Right to lapse or its election to abandon any such Patent Right so as to
permit Momenta (A) to review the patent or application, (B) to decide whether
to prosecute or maintain the same, and (C) to take appropriate action to
prosecute or maintain the patent application or patent;


11.7.1.j.   the provisions of
Sections 8.4, 8.5 and 8.6 (except that Momenta, rather than the JOC, shall
determine the appropriate course of action, subject to Sandoz’ rights in
accordance with the general concepts of Section 8.4), and Section 8.7 shall
continue to apply with respect to Sandoz Patent Rights and Sandoz Collaboration
Patent Rights in the Field in the relevant Territory (or Region, if
applicable), to the extent reasonably necessary for the Development and
Commercialization of such terminated Product(s) in the Field in the relevant
Territory (or Region, if applicable).


The post-termination
license rights granted to Momenta in Section 11.7.1(b) shall apply only as to
any Sandoz IP and Joint Collaboration IP existing as of the date of such
termination of this Agreement that (i) has actually been used in the
Collaborative Program with respect to such terminated Product(s) prior to the
date of such termination of this Agreement or (ii) is otherwise necessary or
reasonably useful for the Development and Commercialization of such terminated
Product(s) in the Field in the relevant Territory (or Region, if applicable),
and shall expressly exclude any other Sandoz IP and any other Joint
Collaboration IP.



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11.7.2.     With respect to the
Collaboration Products, in the event of termination of this Agreement (in its
entirety or with respect to a Collaboration Product, as applicable) by Sandoz
pursuant to Section 11.2 or solely by Momenta pursuant to Section 11.3,


11.7.2.a.  all licenses granted by
Sandoz to Momenta with respect to such terminated Product(s) (limited to the
relevant Region, with respect to a termination pursuant to Section 11.3 for the
Copaxone-Referenced Product in less than all Regions) shall terminate;


11.7.2.b.  all licenses granted by
Momenta to Sandoz under Article 2 with respect to such terminated Product(s)
(in such Region, if applicable) shall remain in effect on an irrevocable,
perpetual and sublicenseable (provided  that such sublicensees
comply with the relevant provisions of this Agreement) basis;


11.7.2.c.  Momenta shall cease to
use and shall assign to Sandoz all of its right, title and interest in and to
all clinical, technical and other related reports, records, data, information
and materials and all regulatory filings and Marketing Approvals relating to
such terminated Product(s) in the Field in the relevant Territory (or Region,
if applicable) (and Momenta shall deliver to Sandoz, at Momenta’s expense, one
(1) copy of each physical embodiment of the aforementioned items within thirty
(30) days after such termination);


11.7.2.d.  Momenta shall promptly
return to Sandoz all materials and records in Momenta’s possession or control
containing Confidential Information of Sandoz which solely relates to such
terminated Product(s) (or such Product(s) only with respect to the terminated
Regions, if applicable);


11.7.2.e.  Momenta shall transfer
and assign to Sandoz all trademarks and tradenames of such terminated
Product(s) that have received Marketing Approval in the relevant Territory (or
Region, if applicable) in the Field, except for any such trademarks or
tradenames or a part thereof that use the name “Momenta” or a derivative
thereof or any other trademark or tradename or part or derivative thereof that
is the name or derivative of a name of any Momenta Affiliate;


11.7.2.f.   subject to any Prior
Obligations of Momenta, Momenta shall continue to use Commercially Reasonable
efforts to timely prepare, file, prosecute and maintain, at its expense,
Momenta Patent Rights and Momenta Collaboration Patent Rights in the Field in
the relevant Territory (or Region, if applicable) to the extent reasonably
necessary for the Development and Commercialization of such terminated
Product(s) in the Field in the Territory (or Region, if applicable); provided,
however, that if Momenta declines to file, prosecute or maintain
any such Patent Right or if Momenta elects to allow any such Patent Right to
lapse or elects to abandon any such Patent Right before all appeals within the
respective patent office have been exhausted, then, subject to any Prior
Obligations of Momenta, (1) Sandoz shall have the right, at its own expense and
upon written notice to Momenta, to assume control of the filing, 



 59
 









prosecution and maintenance of such Patent Right in Momenta’s name or
the name of its Third Party Licensor, as applicable, in which event, Momenta
shall provide assistance (including the execution of all necessary documents
and instruments) to and cooperate with Sandoz in prosecuting the subject Patent
Right, should Sandoz elect to prosecute and maintain the subject Patent Right,
and (2) Momenta shall provide Sandoz with reasonable notice of its decision to
decline to file, prosecute or maintain any such Patent Right or its election to
allow any such Patent Right to lapse or its election to abandon any such Patent
Right so as to permit Sandoz (A) to review the patent or application, (B) to
decide whether to prosecute or maintain the same, and (C) to take appropriate
action to prosecute or maintain the patent application or patent;


11.7.2.g.  the financial and
related payment obligations of Sandoz with respect to such terminated
Product(s) with respect to such Territory (or Region, if applicable) set forth
in Article 4, each as applicable, shall remain in effect, except that, (i) if
such termination was due to Momenta’s breach of the exclusive rights and
licenses granted, or the exclusivity obligations owed, to Sandoz pursuant to
Sections 2.1 and 2.3, then the relevant payment obligations shall terminate as
of the date of such termination, and (ii) if such termination is by Momenta
alone pursuant to Section 11.3, Sandoz may offset from the Profit Interest due
to Momenta with respect to such terminated Product one hundred fifty percent
(150%) of the actual costs of clinical studies (other than bioequivalence
studies) with respect to such terminated Product for such Territory (or Region,
if applicable), which would otherwise have been borne by Momenta pursuant to
Section 4.1.1 had this Agreement not be so terminated with respect to such
Product for such Region(s);


11.7.2.h.  the patent marking
obligations set forth in Section 8.8, and the insurance obligations of Section
12.6 shall remain in effect;


11.7.2.i.   for as long as Sandoz
is marketing such terminated Product(s) and abiding by its financial obligations
to Momenta pursuant to Section 11.7.2(g), Momenta shall not provide any Patent
Rights, Know-How or any other assistance to any Third Party to Characterize,
develop, produce, manufacture or Commercialize the relevant
Reference-Equivalent Product(s) in the Field in the relevant Territory (or
Region, if applicable); and


11.7.2.j.   the provisions of
Sections 8.4, 8.5 and 8.6 (except that Sandoz, rather than the JOC, shall
determine the appropriate course of action, subject to Momenta’s rights in
accordance with the general concepts of Section 8.4), and Section 8.7 shall
continue to apply with respect to Momenta Patent Rights and Momenta
Collaboration Patent Rights in the Field in the relevant Territory (or Region,
as applicable), to the extent reasonably necessary for the Development and
Commercialization of such terminated Product(s) in the Field in the relevant
Territory (or Region, if applicable).



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The post-termination
license rights granted to Sandoz in Section 11.7.2(b) shall apply only as to
any Momenta IP and Joint Collaboration IP existing as of the date of such
termination of this Agreement that (i) has actually been used in the
Collaborative Program with respect to such terminated Product(s) prior to the
date of such termination of this Agreement, or (ii) is otherwise necessary or
reasonably useful for the Development and Commercialization of such terminated
Product(s) in the Field in the relevant Territory (or Region, if applicable),
and shall expressly exclude any other Momenta IP and any other Joint
Collaboration IP.


11.7.3.     With respect to the
Glycoprotein Products, in the event of termination of this Agreement (in its
entirety or with respect to a Glycoprotein Product, as applicable), except as
provided in Section 11.7.4,


11.7.3.a.      all
licenses granted by Sandoz to Momenta with respect to such terminated
Product(s) shall terminate;


11.7.3.b.     all
licenses granted by Momenta to Sandoz under Article 2 with respect to such
terminated Product(s) shall terminate; provided, however, that,
if such termination is by Sandoz pursuant to Section 11.2 or 11.4.5 and if, in
its notice of termination pursuant to such Section 11.2 or 11.4.5, Sandoz
elected to retain the Momenta license, then such licenses shall remain in
effect on an irrevocable, perpetual and sublicenseable (provided  that
such sublicensees comply with the relevant provisions of this Agreement) basis;


11.7.3.c.      Momenta
shall cease to use and shall assign to Sandoz all of its right, title and
interest in and to all clinical, technical and other related reports, records,
data, information and materials and all regulatory filings and Marketing
Approvals relating to such terminated Product(s) in the Field in the relevant
Territory (and Momenta shall deliver to Sandoz, at Momenta’s expense, one (1)
copy of each physical embodiment of the aforementioned items within thirty (30)
days after such termination);


11.7.3.d.     Momenta
shall promptly return to Sandoz all materials and records in its possession or
control containing Confidential Information of Sandoz which solely relates to
such terminated Product(s);


11.7.3.e.      Momenta
shall transfer and assign to Sandoz all trademarks and tradenames of such terminated
Product(s) that have received Marketing Approval in the relevant Territory in
the Field, except for any such trademarks or tradenames or a part thereof that
use the name “Momenta” or a derivative thereof or any other trademark or
tradename or part or derivative thereof that is the name or derivative of a
name of any Momenta Affiliate;


11.7.3.f.      to
the extent that Sandoz retained Momenta licenses pursuant to Section 11.7.3(b),
subject to any Prior Obligations of Momenta, Momenta shall continue to use Commercially
Reasonable efforts to timely prepare, file, prosecute and maintain, at its
expense, Momenta Patent Rights and 



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Momenta Collaboration Patent Rights in the Field in the relevant
Territory to the extent reasonably necessary for the Development and
Commercialization of such terminated Product(s) in the Field in the Territory; provided,
however, that if Momenta declines to file, prosecute or maintain
any such Patent Right or if Momenta elects to allow any such Patent Right to
lapse or elects to abandon any such Patent Right before all appeals within the
respective patent office have been exhausted, then, subject to any Prior
Obligations of Momenta, (1) Sandoz shall have the right, at its own expense and
upon written notice to Momenta, to assume control of the filing, prosecution
and maintenance of such Patent Right in Momenta’s name or the name of its Third
Party Licensor, as applicable, in which event, Momenta shall provide assistance
(including the execution of all necessary documents and instruments) to and
cooperate with Sandoz in prosecuting the subject Patent Right, should Sandoz
elect to prosecute and maintain the subject Patent Right, and (2) Momenta shall
provide Sandoz with reasonable notice of its decision to decline to file,
prosecute or maintain any such Patent Right or its election to allow any such
Patent Right to lapse or its election to abandon any such Patent Right so as to
permit Sandoz (A) to review the patent or application, (B) to decide whether to
prosecute or maintain the same, and (C) to take appropriate action to prosecute
or maintain the patent application or patent;


11.7.3.g.     the
patent marking obligations set forth in Section 8.8, and the insurance
obligations of Section 12.6 shall remain in effect;


11.7.3.h.     the
provisions of Sections 8.4, 8.5 and 8.6 (except that Sandoz, rather than the
JOC, shall determine the appropriate course of action, subject to Momenta’s
rights in accordance with the general concepts of Section 8.4), and Section 8.7
shall continue to apply with respect to Momenta Patent Rights and Momenta
Collaboration Patent Rights in the Field in the relevant Territory, to the
extent reasonably necessary for the Development and Commercialization of such
terminated Product(s) in the Field in the relevant Territory;


11.7.3.i.       if
this Agreement was terminated pursuant to Section 11.4.4, Sandoz shall no
longer, and shall ensure that its Affiliates will no longer, develop or
commercialize such terminated Product(s) or the relevant Related Product
anywhere in the world, alone or with or through Third Parties; and


11.7.3.j.       except
for any payments owed to Momenta as of the relevant date of termination or
expiration, Sandoz will not owe any further Profit Interest or milestone
payments to Momenta with respect to such terminated Product(s) in the relevant
Territory.


The post-termination
license rights granted to Sandoz in Section 11.7.3(b) shall apply only as to
any Momenta IP that has actually been used in the Collaborative Program prior
to the date of termination of this Agreement, and shall expressly exclude any
other Momenta IP.



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11.7.4.     With respect to the
Glycoprotein Products, in the event of termination of this Agreement with
respect to a Glycoprotein Product by Momenta pursuant to Section 11.5,


11.7.4.a.      all
licenses granted by Momenta to Sandoz with respect to such terminated
Product(s) shall terminate;


11.7.4.b.     all
licenses granted by Sandoz to Momenta under Article 2 with respect to such
terminated Product(s) shall terminate; provided, however, that,
if, in its notice of termination pursuant to Section 11.5, Momenta elected to
retain the Sandoz license, then such licenses shall remain in effect on an
irrevocable, perpetual and sublicenseable (provided  that such
sublicensees comply with the relevant provisions of this Agreement) basis;


11.7.4.c.      Sandoz
shall cease to use and shall assign to Momenta all of its right, title and
interest in and to all clinical, technical and other related reports, records,
data, information and materials and all regulatory filings and Marketing
Approvals relating to such terminated Product(s) in the Field in the relevant
Territory (and Sandoz shall deliver to Momenta, at Sandoz’ expense, one (1)
copy of each physical embodiment of the aforementioned items within thirty (30)
days after such termination);


11.7.4.d.     Sandoz
shall promptly return to Momenta all materials and records in its possession or
control containing Confidential Information of Momenta which solely relates to
such terminated Product(s);


11.7.4.e.      Sandoz
shall transfer and assign to Momenta all trademarks and tradenames of such
terminated Product(s) that have received Marketing Approval in the relevant
Territory in the Field, except for any such trademarks or tradenames or a part
thereof that use the name “Sandoz” or a derivative thereof or any other
trademark or tradename or part or derivative thereof that is the name or
derivative of a name of any Sandoz Affiliate;


11.7.4.f.      to
the extent that Momenta retained Sandoz licenses pursuant to Section 11.7.4(b),
subject to any Prior Obligations of Sandoz, Sandoz shall continue to use
Commercially Reasonable efforts to timely prepare, file, prosecute and
maintain, at its expense, Sandoz Patent Rights and Sandoz Collaboration Patent
Rights in the Field in the relevant Territory to the extent reasonably
necessary for the Development and Commercialization of such terminated
Product(s) in the Field in the Territory; provided, however, that
if Sandoz declines to file, prosecute or maintain any such Patent Right or if
Sandoz elects to allow any such Patent Right to lapse or elects to abandon any
such Patent Right before all appeals within the respective patent office have
been exhausted, then, subject to any Prior Obligations of Sandoz, (1) Momenta
shall have the right, at its own expense and upon written notice to Sandoz, to
assume control of the filing, prosecution and maintenance of such Patent Right
in Sandoz’s name or the name of its Third Party Licensor, as applicable, in
which event, Sandoz shall 



 63
 









provide assistance (including the execution of all necessary documents
and instruments) to and cooperate with Momenta in prosecuting the subject
Patent Right, should Momenta elect to prosecute and maintain the subject Patent
Right, and (2) Sandoz shall provide Momenta with reasonable notice of its
decision to decline to file, prosecute or maintain any such Patent Right or its
election to allow any such Patent Right to lapse or its election to abandon any
such Patent Right so as to permit Momenta (A) to review the patent or
application, (B) to decide whether to prosecute or maintain the same, and (C)
to take appropriate action to prosecute or maintain the patent application or
patent;


11.7.4.g.     the
patent marking obligations set forth in Section 8.8, and the insurance
obligations of Section 12.6 shall remain in effect;


11.7.4.h.     the
provisions of Sections 8.4, 8.5 and 8.6 (except that Momenta, rather than the
JOC, shall determine the appropriate course of action, subject to Sandoz’s
rights in accordance with the general concepts of Section 8.4), and Section 8.7
shall continue to apply with respect to Sandoz Patent Rights and Sandoz
Collaboration Patent Rights in the Field in the relevant Territory, to the
extent reasonably necessary for the Development and Commercialization of such
terminated Product(s) in the Field in the relevant Territory; and


11.7.4.i.       except
for any payments owed to Sandoz as of the relevant date of termination or
expiration, Momenta will not owe any other payments to Sandoz with respect to
such terminated Product(s) in the relevant Territory.


The post-termination
license rights granted to Momenta in Section 11.7.4(b) shall apply only as to
any Sandoz IP that has actually been used in the Collaborative Program prior to
the date of termination of this Agreement, and shall expressly exclude any
other Sandoz IP.


11.8.        Survival.  Upon
expiration or termination of this Agreement for any reason, (a) nothing in this
Agreement shall be construed to release either Party from any obligations that
were incurred prior to the effective date of expiration or termination; (b) the
following provisions shall expressly survive any such expiration or
termination:  Articles 1, 10 and 14,
Article 3 with respect to any then-current Sandoz MFN Projects (to the extent
that the Agreement has terminated as a result of a breach by Momenta under
Section 11.2), Sections 2.1.2, 2.4, 2.5 (to the extent applicable to the
licenses which survive termination), 2.6, 4.4 (as applicable), 8.1.1, 8.1.2,
8.1.3, 8.1.4, 8.2.3 (with respect to all Joint Collaboration Patent Rights, for
which all out-of-pocket costs shall be borne equally by the Parties), 9.3, 11.7
(as applicable), 11.8, 11.9, 13.2, 13.3; and (c) (i) the obligations to
indemnify under Sections 12.1 and 12.2 (subject to Sections 12.3, 12.4 and, if
applicable, 12.5) shall survive the expiration or termination of this Agreement
with respect to any Liabilities, whether asserted during or after the Term,
that result from activities that occurred before or during the Term (including
the determination of the strategy to achieve Legal Clearance), (ii) subject to
Section 11.8(c)(i), the obligations of Momenta to indemnify Sandoz Indemnified
Parties under Section 12.2 (subject to Sections 12.3 and 12.4) shall survive
the expiration or termination of this Agreement with respect to any Liabilities
that result from activities that occur after the Term pursuant to Section
11.7.1, (iii) subject to Section 11.8(c)(i), 



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the obligations of Sandoz to indemnify the
Momenta Indemnified Parties under Section 12.1 (subject to Sections 12.3, 12.4
and, if applicable, Section 12.5) shall survive the expiration or termination
of this Agreement with respect to any Liabilities that result from activities
that occur after the Term pursuant to Section 11.7.2 or 11.7.3, and (iv)
otherwise there shall be no continuing obligation of the Indemnifying Party to
indemnify, defend or hold harmless the Indemnified Party after the date of
expiration or termination of this Agreement; and (c) each Party shall promptly
return to the other Party all materials and records in its possession or
control containing Confidential Information of such other Party, except to the
extent necessary to exercise rights under the licenses retained pursuant to
Section 11.7.1(b), 11.7.2(b), 11.7.3(b) or 11.7.4(b), as applicable.


11.9.        Non-Exclusive Remedy. 
Termination of this Agreement shall be in addition to, and shall not
prejudice, the Parties’ remedies at law or in equity, including, without
limitation, the Parties’ ability to receive legal damages and/or equitable
relief with respect to any breach of this Agreement, regardless of whether or
not such breach was the reason for the termination.


12.              INDEMNIFICATION


12.1.        Sandoz Indemnification of Momenta.  Sandoz shall indemnify, defend and hold
harmless the Momenta Indemnified Parties from and against all losses, costs,
damages, judgments, settlements, interest, fees or expenses (including all
reasonable attorneys’ fees, experts’ or consultants’ fees, expenses and costs)
(“Liabilities”) awarded to a Third Party against any Momenta Indemnified
Party, or that may be incurred or paid by any Momenta Indemnified Party in the
defense or compromise of legal or equitable claims asserted by a Third Party,
arising out of or resulting from (a) any breach of any representation, warranty,
covenant, obligation or agreement by Sandoz hereunder, (b) any
misrepresentation by Sandoz hereunder (including but not limited to any such
breach by Sandoz of Article 9 – Warranties), (c) any Patent Litigation, (d) any
property damage or personal injury (including, without limitation, death)
resulting from the development, use, manufacture, sale, offering for sale or
importation of a Product by Sandoz, its Affiliates or their Third Party
contractors or distributors or other actual or alleged product liability with
respect to such Product, or (e) any claims or demands related to a Product that
are commenced by the relevant Innovator or any Third Party against any Momenta
Indemnified Party based on the activities of Momenta or Sandoz (including those
undertaken by Affiliates or Third Parties on behalf of Momenta or Sandoz) prior
to the Effective Date or pursuant to this Agreement; provided, however,
that Sandoz shall have no obligation to indemnify the Momenta
Indemnified Parties against Liabilities under (a) through (e) to the extent
that such Liabilities arise from any Third Party legal or equitable claim that
is subject to Momenta’s obligation to indemnify, defend, and hold Sandoz
Indemnified Parties harmless under Section 12.2.


12.2.        Momenta Indemnification of Sandoz.  Momenta shall indemnify, defend and hold
harmless Sandoz Indemnified Parties from and against all Liabilities awarded to
a Third Party against Sandoz Indemnified Parties or that may be incurred or
paid by any of Sandoz Indemnified Parties in the defense or compromise of legal
or equitable claims asserted by a Third Party, arising out of or resulting from
(a) any breach of any representation, warranty, covenant, obligation or
agreement by Momenta hereunder, (b) any misrepresentation by Momenta hereunder
(including but not limited to any such breach by Momenta of Article 9 –
Warranties), 



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or (c) any Final Misappropriation
Determination with respect to a claim of misappropriation by any Momenta
Indemnified Party of any Third Party trade secret or know-how.


12.3.        Final Misappropriation Determination.  “Final Misappropriation Determination”
means, with respect to a Party, actual misappropriation by such Party or its
related Indemnified Parties of any Third Party trade secret or know-how; provided
that, (a) there has been a final adjudication of liability for
misappropriation by a court of competent jurisdiction, or, (b) with respect to
misappropriation that has been alleged but not finally adjudicated, there is a
settlement with a Third Party which the Parties determine by mutual agreement
constitutes an acknowledgement by such Party of actual misappropriation.  If there is a dispute between the Parties as
to whether a settlement constitutes such an acknowledgement,
nationally-recognized outside counsel not regularly employed by any Party or
their Affiliates who is mutually acceptable to the Parties shall be retained to
resolve such dispute.  In the event that
a Party has, pursuant to the provisions of Section 12.1 or 12.2, incurred
Liabilities with respect to an actual or alleged misappropriation by any
Indemnified Party related to the other Party of any Third Party trade secret or
know-how and a Final Misappropriation Determination occurs, such other Party
shall, in addition to indemnifying the Indemnified Parties of such other Party
for such Liabilities incurred by them pursuant to Section 12.1 or 12.2(c), as
applicable, reimburse such Party for any Liabilities which such Party
previously paid to or incurred on behalf of any of the misappropriating Party’s
Indemnified Parties that are allocable to the misappropriation claim that gave
rise to the Final Misappropriation Determination.


12.4.        Procedure.  If
any Momenta Indemnified Party or any Sandoz Indemnified Party (in each case, an
“Indemnified Party”) receives any written claim or demand which such
Indemnified Party believes is the subject of indemnity hereunder by Sandoz or
Momenta as the case may be (in each case, an “Indemnifying Party”), the
Indemnified Party shall, as soon as reasonably practicable after forming such
belief, give notice thereof to the Indemnifying Party; provided  that
the failure to give timely notice to the Indemnifying Party as contemplated
hereby shall not release the Indemnifying Party from any liability to the
Indemnified Party unless the Indemnifying Party demonstrates that the defense
of such claim is materially prejudiced by such failure.  The Indemnifying Party shall assume and
diligently pursue the defense of such claim, at its cost, with counsel
reasonably satisfactory to the Indemnified Party.  The Indemnifying Party shall have absolute
control of the conduct of the litigation; provided, however, that


12.4.1.     the Indemnified Party
may, nevertheless, participate therein through counsel of its choice and at its
cost, and shall be permitted to effectively associate with the Indemnifying
Party in the defense, the prosecution and the negotiation of any settlement of
the claim or demand;


12.4.2.     the Indemnifying Party
shall keep the Indemnified Party informed, through the JSC, of the status of
the litigation;


12.4.3.     the Indemnifying Party
shall provide the Indemnified Party with a reasonable opportunity to review and
comment on all pleadings, motions and other papers exchanged with the opposing
party or filed with any court by the Indemnifying Party with respect to such
claim or demand (collectively, the “Pleadings”) and the 



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Indemnifying Party shall consider in good faith any input provided by
the Indemnified Party with respect to the Pleadings; and


12.4.4.     if the suit includes a
defense of Momenta IP or the Joint Collaboration IP or an Invalidity Claim with
respect to Momenta IP or the Joint Collaboration IP (in the event Momenta is
the Indemnified Party), then the Indemnifying Party’s conduct of the litigation
with respect to such claim(s) shall be subject to:


12.4.4.a.      the
approval of Momenta (solely in relation to Momenta IP or Joint Collaboration
IP); and/or 


12.4.4.b.     any
contractual obligations as of the Effective Date (or thereafter if otherwise
agreed by the Parties) to, or restrictions existing as of the Effective Date
(or thereafter if otherwise agreed by the Parties) imposed by, the relevant
Third Party Licensor or the Existing US Lovenox Agreement.


The Party not assuming
the defense of any such claim or demand shall render all reasonable assistance
to the Party assuming such defense as requested by such defending Party, and
all reasonable out-of-pocket costs of such assistance shall be for the account
of the Indemnifying Party.  No such claim
or demand shall be settled other than by the Party defending the same, and then
only with the consent of the other Party, which shall not be unreasonably
withheld; provided  that the Indemnified Party shall have no
obligation to consent to any settlement of any such claim which imposes on the
Indemnified Party any liability or obligation which cannot be assumed and
performed in full by the Indemnifying Party or which agrees that any element of
any of Momenta IP or Joint Collaboration IP (in the event Momenta is the
Indemnified Party) is invalid, not infringed or unenforceable.  The Indemnified Parties shall be third party
beneficiaries of this Agreement.


12.5.        Sharing of Legal Expenses.


12.5.1.     Except with respect to
a Final Misappropriation Determination, for which the provisions of Section
12.3 shall apply, Momenta shall reimburse Sandoz, via offset from Profit
Interest payments due to Momenta pursuant to Section 4.3 with respect to the
relevant Collaboration Product, the Momenta Profit Percentage of all Legal
Expenses incurred by Sandoz with respect to such Collaboration Product (whether
or not a claim was made against Momenta or named Momenta with respect to such
Legal Expenses) (other than any Sandoz FTE Costs); provided, however,
that if such Collaboration Product is no longer being marketed, then
[**] percent ([**]%) of Momenta’s remaining share of such Legal Expenses may be
offset against the Profit payments due to Momenta for the other Collaboration
Product.


12.5.2.     Under no circumstances
shall the Profit Interest payable to Momenta, as a result of this Section 12.5,
in any Quarter be reduced to less than [**] percent ([**]%) of the Profit
Interest amount otherwise payable to Momenta in such Quarter under this
Agreement.  Sandoz may offset any portion
of the Legal Expenses not deductible from 



 67
 









the Profit Interest payable to Momenta as a result of such limitation
against future Profit Interests due to Momenta with respect to such Product (or
the other Collaboration Product, to the extent such offset is permitted by the
proviso in Section 12.5.1).


12.6.        Insurance. 
Sandoz shall be self-insured.  To
the extent Momenta is required to obtain the consent or waiver of MIT under the
MIT Agreement to permit such self-insurance by Sandoz, Momenta shall use its
best efforts to obtain such waiver or consent. 
Momenta shall comply with the insurance obligations imposed on Momenta
pursuant to the MIT Agreement.


13.              DISPUTE RESOLUTION


13.1.        First Level Resolution.  Unless otherwise expressly provided for
herein, any claim or controversy between Momenta and Sandoz arising out of or
relating to the execution, interpretation and performance of this Agreement
(including the validity, scope and enforceability of this provision) will be
identified in writing and presented to the JSC. 
The JSC shall meet within [**] days after delivery of the notice of
dispute pursuant to this Section 13.1 and attempt in good faith to resolve the
dispute.  If the JSC is unable to decide
or resolve such dispute, a notice of dispute shall be submitted to the relevant
Executive Officers of the Parties for resolution by good-faith negotiations
pursuant to Section 13.2.


13.2.        Negotiation Between Executives.  Within [**] days after delivery of the notice
of dispute pursuant to Section 13.1, the Executive Officers shall meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem
necessary, to attempt to resolve the dispute in good faith.  All reasonable requests for information made
by one Party to another will be honored. 
All negotiations pursuant to this clause are confidential and shall be
treated as compromise and settlement negotiations for purposes of applicable
rules of evidence.  If such Executive
Officers cannot resolve such dispute within [**] days after their initial
meeting pursuant to this Section 13.2, then each Party reserves its right to
pursue any and all remedies available under law or equity with respect to such
dispute.


13.3.        Legal Remedies.  Notwithstanding
anything to the contrary in this Article 13, either Party may seek immediate
injunctive or other interim relief from any court of competent jurisdiction as
necessary to enforce and prevent infringement or misappropriation of the patent
rights, copyright rights, trademarks, confidential information, trade secrets,
or other intellectual property rights owned or controlled by a Party or its
Affiliates or to prevent breach of Article 10.


14.              ADDITIONAL
PROVISIONS


14.1.        Entire Agreement. 
This Agreement, including the Schedules hereto, together with the Equity
Agreements, contain the entire agreement and understanding between the Parties
relating to the subject matter hereof and all prior agreements and
understandings between the Parties and relating to the subject matter hereof,
including, without limitation, the MOU and, to the extent relating to the
Products, the Prior Confidentiality Agreements, are superseded by this
Agreement; provided, however, that the Community of
Interest Letters and Agreements shall expressly survive and are hereby amended
to remain in effect for the longer of ten (10) years after the Term or ten (10)
years following the expiration or termination of the Existing US Lovenox
Agreement, and any references in the specific Community of Interest Letter and 



 68
 









Agreement dated [**] to the Prior
Confidentiality Agreement shall refer instead to the confidentiality provisions
of Article 10 of this Agreement.  The
Parties also expressly agree and acknowledge that the Equity Agreements and the
Existing US Lovenox Agreement shall not be superseded by this Agreement; provided,
however, that the Parties agree that the Existing US Lovenox
Agreement is amended to substitute the definition of “Confidential Information”
in Section 1.21 hereof for the definition of “Confidential Information” in
Section 1.18 of the Existing US Lovenox Agreement.  Neither Party shall be liable or bound to any
other Party in any manner by any representations, warranties or covenants
relating to such subject matter except as specifically set forth herein.


14.2.        Amendments and Waiver. 
This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the Parties. 
By an instrument in writing either Party may waive compliance by the
other Party with any term or provision of this Agreement that such other Party
was or is obligated to comply with or perform. 
Any failure of a Party to enforce at any time, or for any period of
time, any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of such provisions or a waiver of any right of such Party thereafter
to enforce each and every such provision on any succeeding occasion or breach
thereof.


14.3.        Assignment. 
This Agreement and the rights and obligations hereunder shall be
assignable only:  (a) except as provided
under Section 14.3(c)(i)(B), by a Party to an Affiliate of that Party, without
the consent of the other Party, provided that in such case, the assigning Party
remains liable with the assignee for all of its obligations hereunder; (b) by a
Party with the written consent of the other Party; or (c) by a Party without
the consent of the other Party to (i) the purchaser (which, immediately prior
to such transaction, is a Third Party) of (A) all or substantially all of the
assets of the assigning Party’s business to which this Agreement relates, or
(B) a majority of the voting equity securities of the assigning Party who
thereby becomes an Affiliate of such Party (provided that in such case, the
assigning Party remains liable with the assignee for all of its obligations
hereunder); or (ii) the surviving Person, in the event of a merger of the
assigning Party and another Person, and any such purchaser or successor shall
be bound by the terms hereof.  Any
attempted assignment that does not comply with the terms of this Section 14.3
shall be void.  This Agreement shall be
binding upon and inure to the benefit of the Parties, their successors
(including any successor resulting from a change of control of such Party) and
permitted assigns.  Each Party agrees
that, notwithstanding any provisions of this Agreement to the contrary, in the
event that this Agreement is assigned by either Party as provided in the
foregoing clause (c) or a transaction described in clause (c) occurs with
respect to a Party, such assignment or transaction shall not provide the other
Party with rights or access to intellectual property rights of the acquirer of
such Party which were not already Patent Rights or Know-How Controlled by such
Party prior to such assignment or transaction.


14.4.        Nature of Relationship.  In making and performing this Agreement, the
Parties are acting, and intend to be treated, as independent entities and
nothing contained herein shall be deemed or implied to create an agency,
distributorship, joint venture or partnership relationship among the Parties.  Except as otherwise expressly provided
herein, no Party may make any representation, warranty or commitment, whether
express or implied, on behalf of or incur any charges or expenses for, or in
the name of, the other Party.  Except as
provided in Article 12, no 



 69
 









Party shall be liable for the act of the
other Party unless such act is expressly authorized in writing by the Parties.


14.5.        Notices.  All
notices and other communications required or permitted to be given or made
pursuant to this Agreement shall be in writing signed by the sender and shall
be deemed duly given (a) on the date delivered, if personally delivered, (b) on
the date sent by telecopier with automatic confirmation by the transmitting
machine showing the proper number of pages were transmitted without error, (c)
on the Business Day after being sent by Federal Express or another recognized
overnight mail service which utilizes a written form of receipt for next day or
next business day delivery, or (d) two (2) Business Days after mailing, if mailed
by United States postage-prepaid certified or registered mail, return receipt
requested, in each case addressed to the applicable party at the address set
forth below; provided  that a Party may change its address for
receiving notice by the proper giving of notice hereunder:


	
  If to Sandoz:

  	
   

  	
  If to Momenta:

  	 

	
   

  	
   

  	
   

  	 

	
  Sandoz AG 

  Lichtstraße 35 

  CH 4056 Basel BS 

  Switzerland 

  Attn:     Peter Rupprecht, 

               Authorized
  Signatory 

  Tele:    +41 61 324 5570 

  Fax:    +41 61 324 5372

  	
   

  	
  Momenta Pharmaceuticals, Inc. 

  675 West Kendall Street 

  Cambridge, MA 02142 

  USA 

  Attn:    Chief Executive Officer 

  Tele:     617-395-4915 

  Fax:       617-621-3014

  	 

	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  Sandoz Inc.

  	
   

  	
  Momenta Pharmaceuticals, Inc.

  
	
  506 Carnegie
  Center, Suite 400

  	
   

  	
  675 West Kendall Street

  
	
  Princeton, NJ
  08540

  	
   

  	
  Cambridge, MA 02142

  
	
  Attn:  General
  Counsel

  	
   

  	
  Attn:  General Counsel

  
	
  Tele:  (609)
  627-8510

  	
   

  	
  Tele:  617-491-9700

  
	
  Fax:   (609)
  627-8684

  	
   

  	
  Fax:   617-621-3014

  
	
   

  	
   

  	
   

  
	
  and:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sandoz
  International GmbH

  	
   

  	
  Wilmer Cutler Pickering Hale and 

  Dorr LLP

  
	
  Industriestrasse
  25

  	
   

  	
  60 State Street

  
	
  83607
  Holzkirchen

  	
   

  	
  Boston, MA 02109

  
	
  Germany

  	
   

  	
  USA

  
	
  Attn:  General
  Counsel

  	
   

  	
  Attn:  Steven D. Singer, Esq.

  
	
  Tele:  +49-8024-476-0

  	
   

  	
  Tele:  (617) 526-6000

  
	
  Fax:   +49-8024-476-2589

  	
   

  	
  Fax:   (617) 526-5000

  



 


14.6.        Governing Law. 
This Agreement and any and all matters arising directly or indirectly
herefrom shall be governed by and construed and enforced in accordance with the



 70















internal laws of the State of New York applicable to agreements made
and to be performed entirely in such state, without giving effect to the
conflict of law principles thereof.


14.7.        Jurisdiction
and Venue.  Each Party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts located in Manhattan, New York for the purpose of any claim,
controversy, action, cause of action, suit or litigation between the Parties
arising in whole or in part under or in connection with this Agreement and
agrees that such courts are a proper venue for such action.  Each Party agrees that effective process may
be served to a Party pursuant to Section 14.5.


14.8.        Jury
Waiver.  EACH PARTY HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY
ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 14.8.


14.9.        Counterparts;
Facsimile Signature.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.  This Agreement may also be executed via
facsimile, which shall be deemed an original.


14.10.      Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
Parties shall negotiate in good faith with a view to the substitution therefor
of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision; provided,
however, that the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions contained
herein shall not be in any way impaired thereby, it being intended that all of
the rights and privileges of the Parties shall be enforceable to the fullest
extent permitted by law.


14.11.      Expenses.  Each Party shall bear its own direct and
indirect expenses incurred in connection with the negotiation and preparation
of this Agreement and, except as set forth in this Agreement, the performance
of the obligations contemplated hereby and thereby.


14.12.      Further
Actions and Documents.  Each Party
agrees to execute, acknowledge and deliver all such further instruments, and to
do all such further acts, as may be reasonably necessary or appropriate to
carry out the intent and purposes of this Agreement.


14.13.      Use
of Trade Names and Trademarks.  Each
Party recognizes that the name of the other Party represents valuable assets of
such other Party and that substantial recognition and goodwill are associated
with such assets.  Each Party hereby
agrees that neither it nor any of its Affiliates shall use such assets of the
other Party without prior written authorization from such other Party.  Nothing in this Agreement constitutes a
license entitling any Party to use any other



 71
 









Party’s name, logos or trademarks; provided, however, that
a Party may use the other Party’s name, logos or trademarks to the extent
permitted in Sections 10.4 and 10.5.


14.14.      Affiliates.  To the extent that the rights granted to a
Party hereunder may be and are exercised by an Affiliate of such Party, such
Affiliate shall be bound by the corresponding obligations of such Party.


14.15.      Exports.  The Parties acknowledge that the export of
technical data, materials or products is subject to the exporting Party
receiving any necessary export licenses and that the Parties cannot be
responsible for any delays attributable to export controls that are beyond the
reasonable control of either Party.  The
Parties agree not to export or re-export, directly or indirectly, any
information, technical data, the direct product of such data, samples or
equipment received or generated under this Agreement in violation of any
governmental regulations that may be applicable.  The Parties agree to obtain similar covenants
from their licensees with respect to the subject matter of this Section 14.15.


14.16.      Force
Majeure.  No failure or omission by a
Party in the performance of any obligation of this Agreement (excluding payment
obligations) shall be deemed a breach of this Agreement or create any liability
if the same shall arise from any cause or causes beyond the reasonable control
of such Party, including, but not limited to, the following:  acts of God; acts or omissions of any
government; any rules, regulations or orders issued by any governmental
authority or by any officer, department, agency or instrumentality thereof; fire;
storm; flood; earthquake; accident; war; rebellion; terrorism; insurrection;
riot; and invasion (a “Force Majeure Event”); and provided  that
such failure or omission resulting from a Force Majeure Event is cured as soon
as is practicable after the occurrence of such Force Majeure Event.  The Party claiming force majeure shall notify
the other Party with notice of the Force Majeure Event as soon as practicable,
but in no event later than fourteen (14) days after its occurrence, which
notice shall reasonably identify such obligations under this Agreement and the
extent to which performance thereof will be affected.  In such event, the Parties shall meet
promptly to determine an equitable solution to the effects of any such Force
Majeure Event.


14.17.      Non-Use
of MIT Name.  Neither Sandoz nor its
Affiliates shall use the name of “MIT,” “Lincoln Laboratory” or any variation,
adaptation, or abbreviation thereof, or of any of its trustees, officers,
faculty, students, employees, or agents (collectively, “MIT Associates”),
or any trademark owned by MIT, or any terms of the MIT Agreement, in any
promotional material or other public announcement or disclosure without the
prior written consent of MIT, or in the case of the name of any MIT Associate,
the written consent of such MIT Associate. 
The immediately preceding sentence notwithstanding, without the consent
of MIT (but subject to the provisions of Article 10), Sandoz and its Affiliates
may state that they are sublicensed by MIT under one or more of the applicable
Momenta Patent Rights, may make statements of facts, and may make disclosures
or statements required by law.


14.18.      Headings.  The captions or headings of the Sections or
other subdivisions hereof are inserted only as a matter of convenience or for
reference and are not part of the agreement of the Parties and shall have no
effect on the meaning of the provisions hereof. 
All references in this Agreement to Sections and Schedules are to
sections and schedules to this Agreement, unless otherwise indicated.



 72
 









14.19.      Construction.  Each Party acknowledges that it has been
advised by counsel during the course of negotiation of this Agreement and,
therefore, that this Agreement shall be interpreted without regard to any
presumption or rule requiring construction against the Party causing this
Agreement to be drafted.  Except where
the context otherwise requires, wherever used, the use of any gender will be
applicable to all genders and the word “or” is used in the inclusive sense
(and/or).  The term “including” means
including, without limiting the generality of any description preceding such
term.  Unless the context requires
otherwise, (a) any definition of or reference to any agreement, instrument or
other document refers to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or therein), (b) any reference to any laws refer to such laws as from time to
time enacted, repealed or amended, and (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, refer to this Agreement in its entirety and not to
any particular provision hereof


14.20.      No
Consequential Damages.  UNLESS
RESULTING FROM A PARTY’S WILLFUL MISCONDUCT OR FROM A PARTY’S BREACH OF ARTICLE
10, NO PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT
DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER,
OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES ARISING FROM OR
RELATING TO ANY BREACH OF THIS AGREEMENT WHETHER BASED UPON WARRANTY, CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF ANY NOTICE OF SUCH
DAMAGES.  NOTHING IN THIS SECTION 14.20
IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF
ANY PARTY UNDER THIS AGREEMENT.


[Remainder
of Page Intentionally Left Blank]



 73
 









IN WITNESS WHEREOF,
the Parties have executed this Collaboration and License Agreement in
counterparts, effective as of the 13th day of June, 2007.


	
  MOMENTA PHARMACEUTICALS, INC.

  	
   

  	
  SANDOZ AG

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
     /s/ Craig Wheeler

  	
   

  	
   

  	
  By:

  	
     /s/ Peter Rupprecht

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Craig Wheeler

  	
   

  	
   

  	
  Name:

  	
    Peter Rupprecht

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    President
  & CEO

  	
   

  	
   

  	
  Title:

  	
    Member
  of the Board

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
     /s/ Christina Ackermann

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
    Christina Ackermann

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
    General Counsel Sandoz

  	
   

  



 



 74
 









SCHEDULE 1.28

COST OF GOODS SOLD


Cost of goods sold
comprises all the costs incurred in producing goods for sale:


·      variable
and fixed production costs including factory overhead


·      purchase
price variances


·      inventory
revaluations, inventory destroyed or written-off


·      change
in the value of inventory provisions and


·      production
variances


·      payments
related to product rights, dossiers, patents, trademarks and registration costs
that do not meet the criteria for capitalization


·      amortization
and impairment losses related to marketable products, i.e. product rights,
patent rights, trademarks and core development technologies


·      Other non-production related cost of goods
sold that cannot be allocated to any other line of COGS



 75
 









SCHEDULE 1.82

CURRENT MOMENTA PATENT RIGHTS


	
  

  MNTA Ref. No.

  	
   

  	
  Inventors

  	
   

  	
  Title

  	
   

  	
  Serial No. if pending/

  Patent No. if issued

  
	
  M-series
  (Momenta-owned cases)

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  C-series
  (Licensed to Momenta under the MIT Agreement)

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
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SCHEDULE 1.89

NET SALES


Net Sales Concepts


The Novartis Group’s principal accounting policies are
set out in note 1 of the Group’s consolidated financial statements and conform
to International Financial Reporting Standards (“IFRS”).  Significant judgments and estimates are used
in the preparation of the consolidated financial statements which, to the extent
that actual outcomes and results may differ from these assumptions and
estimates, could affect the accounting in the areas described in this section.


REVENUE


Revenue is recognized when title and risk of loss for
the products are transferred to the customer. Provisions for rebates and
discounts granted to government agencies, wholesalers, managed care and other
customers are recorded as a reduction of revenue at the time the related
revenues are recorded or when the incentives are offered. They are calculated
on the basis of historical experience and the specific terms in the individual
agreements. Cash discounts are offered to customers to encourage prompt
payment. They are recorded as a reduction of revenue at the time of invoicing.
Wholesaler shelf-inventory adjustments are granted to customers based on the
existing inventory of a product at the time of decreases in the invoice or
contract price of a product or at the point of sale if a price decline is
reasonably estimable.  Where there is a
historical experience of Novartis agreeing to customer returns, Novartis
records a provision for estimated sales returns by applying historical
experience of customer returns to the amounts invoiced and the amount of
returned products to be destroyed versus products that can be placed back in
inventory for resale.


Optional


DEDUCTIONS FROM REVENUES: As is typical in the
pharmaceutical industry, Novartis’ gross sales are subject to various
deductions, primarily comprised of rebates and discounts to retail customers, government
agencies, wholesalers and managed health care organizations. These deductions
represent estimates of the related obligations, requiring the use of judgment
when estimating the impact of these sales deductions on gross sales for a
reporting period. These adjustments are reported as a reduction of Gross Sales
to arrive at Net Sales.


The following briefly describes the nature of each
deduction and how the deduction is estimated. The US market has the most
complex arrangements related to revenue deductions. However, in a number of
countries outside the U.S., including major European countries, Novartis
provides rebates to government entities. These rebates are often legislatively
mandated. Specific references are made to the US market, and where applicable,
to [**]:


·                  The
US Medicaid program is a state government-administered program that uses state
and federal funds to provide assistance to certain vulnerable and needy
individuals and families. In 1990, the Medicaid Drug Rebate Program was
established to reduce state and federal expenditures for prescription drugs.
Under the rebate program, [**]. Provisions for estimating  Medicaid rebates are calculated using a
combination of historical experience,



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product and population
growth, price increases, the impact of contracting strategies and specific
terms in the individual state agreements. These provisions are adjusted based
upon established processes for refiling data with individual states. For
Medicaid, the calculation of rebates involves interpretation of relevant
regulations, which are subject to challenge or change in interpretative
guidance by government authorities. Since Medicaid rebates are typically billed
up to six months after the products are dispensed to patients, any rebate
adjustments may involve revisions of provisions for several periods.


·                  [**].
These savings vary based on a patient’s current drug coverage and personal
income levels. Provisions for the subsidiaries’ obligations under these
programs are based on historical experience, trend analysis and current program
terms.  On January 1, 2006, an additional
prescription drug benefit will be added to the US Medicare program. Individuals
that have dual Medicaid/Medicare drug benefit eligibility will have their
Medicaid prescription drug coverage replaced on January 1, 2006 by the new
Medicare Part D coverage, provided through private prescription drug plans. The
change will lead to a significant shift of plan participants between programs
in which the subsidiaries participate. The [**].


·                  Wholesaler
chargebacks relate to [**]. A wholesaler chargeback represents the difference
between the invoice price to the wholesaler and the indirect customer’s
contract discount price. Provisions for estimating chargebacks are calculated
using a combination of factors such as historical experience, product growth
rates and the specific terms in each agreement. The subsidiaries account for
wholesaler’s chargebacks by reducing accounts receivable.  Wholesaler chargebacks are generally settled
within three months of incurring the liability.


·                  Customer
rebates are offered to key managed health care plans, group purchasing
organizations and other direct and indirect customers to [**]. These rebate
programs provide that the customer receive a rebate after attaining certain
performance parameters relating to product purchases, formulary status and/or
pre-established market share milestones relative to competitors. Since rebates
are contractually agreed upon, rebates are estimated based on the specific
terms in each agreement, historical experience and product growth rates. [**].


·                  In
order to evaluate adequacy of ending provision balances, [**]. Management
internally estimates the inventory level in the retail channel and in transit.


·                  Where
a product with right of customer returns is sold, [**]. Other factors are also
considered, such as product recalls and, in the case of [**]. In the US,
historical rates of return are utilized and are adjusted for known or expected
changes in the marketplace when appropriate. Sales returns amount to
approximately [**]% of gross product sales.


·                  The
policy of [**]. Based on this information, the inventories on hand at
wholesalers and other distribution channels in the US are estimated to be
approximately one month at December 31, 2005. 
Novartis believes the third party data sources of information are
sufficiently reliable, however its accuracy cannot be verified.


·                  At
the end of 2005, [**].



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·      Cash
discounts are offered to customers in the US and certain other countries to
encourage prompt payment. Cash discounts, which are typically [**]% of gross
sales in the US, are accrued at the time of invoicing.


·                  Shelf-stock
adjustments are generally granted to customers based on the existing inventory
of a customer following decreases in the invoice or contract price of the
related product. Provisions for [**], are determined at the time of the [**] or
at the [**].


·                  Other
sales discounts, such as consumer coupons and discount cards, are also offered.
These discounts are recorded at the time of sales or when the coupon is issued
and estimated utilizing historical experience and the specific terms for each
program.


·                  Discounts,
rebates or other deductions shown on the invoice are generally recorded
directly as a reduction in the gross to net sales value and do not pass through
the provision account.



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SCHEDULE 1.124

CURRENT SANDOZ PATENT RIGHTS


[**]



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