Exhibit
10.17


MOMENTA PHARMACEUTICALS,
INC.


Amended and Restated 2002
Stock Incentive Plan


(as amended
March 7, 2007)


1.  Purpose.  The purpose
of this plan (the “Plan”) is to secure for Momenta Pharmaceuticals, a Delaware
corporation (the “Company”), and its shareholders the benefits arising from
capital stock ownership by employees, officers and directors of, and
consultants or advisors to, the Company and its parent and subsidiary
corporations who are expected to contribute to the Company’s future growth and
success.  Under the Plan recipients may
be awarded both (i) Options (as defined in Section 2.1) to purchase the Company’s
common stock, par value $.0001 per share (“Common Stock”) and (ii) shares of
the Company’s Common Stock (“Restricted Stock Awards”).  Except where the context otherwise requires,
the term “Company” shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).  Those provisions of the Plan which make
express reference to Section 422 shall apply only to Incentive Stock Options
(as that term is defined in the Plan).


2.  Types of Awards and
Administration.


2.1  Options.  Options granted pursuant to the Plan (“Options”)
shall be authorized by action of the Board of Directors of the Company and may
be either incentive stock options (“Incentive Stock Options”) meeting the
requirements of Section 422 of the Code or non-statutory Options which are not
intended to meet the requirements of Section 422 of the Code.  All Options when granted are intended to be
non-statutory Options, unless the applicable Option Agreement (as defined in
Section 5.1) explicitly states that the Option is intended to be an Incentive
Stock Option.  If an Option is intended
to be an Incentive Stock Option, and if for any reason such Option (or any
portion thereof) shall not qualify as an Incentive Stock Option, then, to the
extent of such nonqualification, such Option (or portion thereof) shall be
regarded as a non-statutory Option appropriately granted under the Plan
provided that such Option (or portion thereof) otherwise meets the Plan’s
requirements relating to non-statutory Options. 
The vesting of Options may be conditioned upon the completion of a
specified period of employment with the Company and/or such other conditions or
events as the Board may determine.  The
Board may also provide that Options are immediately exercisable subject to
certain repurchase rights in the Company dependent upon the continued
employment of the optionee and/or such other conditions or event as the Board
may determine.


2.2  Restricted Stock Awards.  The Board in its discretion may grant
Restricted Stock Awards, entitling the recipient to acquire, for a purchase
price determined by the Board, shares of Common Stock subject to such
restrictions and conditions as the Board may determine at the time of grant (“Restricted
Stock”), including continued employment and/or achievement of pre-established
performance goals and objectives.













 


2.3  Administration.  The Plan shall be administered by the Board
of Directors of the Company, whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive.  The Board of Directors may in its sole
discretion issue Restricted Stock and grant Options to purchase shares of
Common Stock, and issue shares upon exercise of such Options as provided in the
Plan.  The Board shall have authority,
subject to the express provisions of the Plan, to construe the respective
Restricted Stock Agreements (as defined in Section 5.2), Option Agreements and
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective Restricted Stock
Agreements and Option Agreements, and to make all other determinations in the
judgment of the Board of Directors necessary or desirable for the
administration of the Plan.  The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Restricted Stock Agreement or Option
Agreement in the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such expediency.  No director or person acting pursuant to
authority delegated by the Board of Directors shall be liable for any action or
determination under the Plan made in good faith.  The Board of Directors may, to the full
extent permitted by or consistent with applicable laws or regulations
(including, without limitation, applicable state law), delegate any or all of
its powers under the Plan to a committee (the “Committee”) appointed by the
Board of Directors, and if the Committee is so appointed all references to the
Board of Directors in the Plan shall mean and relate to such Committee.


3.  Eligibility.  Options
may be granted, and Restricted Stock may be issued, to persons who are, at the
time of such grant or issuance, employees, officers or directors of, or consultants
or advisors to, the Company; provided, that
the class of persons to whom Incentive Stock Options may be granted shall be
limited to employees of the Company.


4.  Stock Subject to Plan. 
Subject to adjustment as provided in Section 14 below, the maximum
number of shares of Common Stock of the Company which may be issued under the
Plan is 1,028,662 shares.  If an Option
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject to such Option shall again be available for
subsequent Option grants under the Plan. 
If shares of Restricted Stock shall be forfeited to, or otherwise
repurchased by, the Company pursuant to a Restricted Stock Agreement, such
purchased shares shall again be available for subsequent Option grants or
Restricted Stock Awards under the Plan. 
If shares issued upon exercise of an Option are tendered to the Company
in payment of the exercise price of an Option, such tendered shares shall again
be available for subsequent Option grants under the Plan.


5.  Forms of Restricted Stock
Agreements and Option Agreements.


5.1  Option Agreement.  As a condition to the grant of an Option,
each recipient of an Option shall execute an option agreement (“Option
Agreement”) in such form not inconsistent with the Plan as may be approved by
the Board of Directors.  Such Option
Agreements may differ among recipients.


5.2  Restricted Stock Agreement.  As a condition to the issuance of Restricted
Stock, each recipient thereof shall execute an agreement (“Restricted Stock
Agreement”) in such form not inconsistent with the Plan as may be approved by
the Board of Directors.  Such 













Restricted Stock
Agreements may differ among recipients and need not be entitled “Restricted
Stock Agreements.”


5.3  “Stand-Off” Agreement.  Unless the Board of Directors specifies
otherwise, each Restricted Stock Agreement and each Option Agreement shall
provide that the holder of any Option or the purchaser of any Restricted Stock
agrees (i) for a period of 180 days from the effective date of any registration
of securities of the Company in connection with an underwritten public offering
under the Securities Act of 1933, as amended (the “Securities Act”), not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any shares of the Company’s common stock owned or
controlled by him (other than those shares permitted to be included in the
offering), without the prior written consent of the Company or the underwriters
managing such offering, and (ii) to execute any agreement reflecting clause (i)
above as may be requested by the Company or the managing underwriters at the
time of such offering.


5.4  Right of
First Refusal.  Unless the
Board of Directors specifies otherwise, each Restricted Stock Agreement and
each Option Agreement shall provide that the Company shall have a right of
first refusal with respect to the transfer or proposed transfer of any
Restricted Stock (whether or not subject to vesting limitations) or shares
issued upon exercise of any Option granted hereunder.


6.  Purchase Price.


6.1  General.  The purchase price per share of Restricted
Stock and per share of stock deliverable upon the exercise of an Option shall
be determined by the Board of Directors, provided, however,
that in the case of an Incentive Stock Option, the exercise price shall not be
less than 100% of the fair market value of such stock, as determined by the
Board of Directors, at the time of grant of such Option, or less than 110% of
such fair market value in the case of Options described in Section 11.2.


6.2  Payment of Purchase Price.  Option Agreements may provide for the payment
of the exercise price by delivery of cash or a check to the order of the
Company in an amount equal to the exercise price of such Options, or, to the
extent provided in the applicable Option Agreement, (i) by delivery to the
Company of shares of Common Stock of the Company already owned by the optionee
for a period of six months and having a fair market value equal in amount to the
exercise price of the Options being exercised, (ii) a personal recourse note
issued by the optionee to the Company in a principal amount equal to such
aggregate exercise price and with such other terms, including interest rate and
maturity, as the Company may determine in its discretion; provided,
however, that the interest rate borne by such note shall not be less
than the lowest applicable federal rate, as defined in Section 1274(d) of the
Code, (iii) by any other means which the Board of Directors determines are
consistent with the purpose of the Plan and with applicable laws and
regulations or (iv) by any combination of such methods of payment.  The fair market value of any shares of the
Company’s Common Stock or other non-cash consideration which may be delivered
upon exercise of an Option shall be determined by the Board of Directors.  Restricted Stock Agreements may provide for
the payment of any purchase price in any manner approved by the Board of
Directors at the time of authorizing the issuance thereof.













 


7.  Option Period.  Each
Option and all rights thereunder shall expire on such date as shall be set
forth in the applicable Option Agreement, provided that,
in any event, in the case of an Incentive Stock Option, such date shall not be
later than 10 years after the date on which the Option is granted (or five
years in the case of Options described in Section 11.2), and, in the case of
non-statutory Options, not later than 10 years after the date on which the
Option is granted, and, in either case, shall be subject to earlier termination
as provided in the Plan.


8.  Exercise of Options. 
Each Option shall be exercisable either in full or in installments at
such time or times and during such period as shall be set forth in the
agreement evidencing such Option, subject to the provisions of the Plan.


9.  Nontransferability of Options.  No Option shall be assignable or transferable
by the person to whom it is granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution.  During the life an optionee, an Option held
by him or her shall be exercisable only by the optionee.


10.  Effect of Termination. 
No Incentive Stock Option may be exercised unless, at the time of such
exercise, the optionee is, and has continuously since the date of grant of his
or her Incentive Stock Option been, employed by the Company, except that,
unless the Option Agreement or instrument expressly provides otherwise:


10.1  the Incentive Stock Option may be exercised
within the period of thirty days (or within such lesser period as may be
specified in the applicable Option Agreement) after the date the optionee’s
employment with the Company terminates other than for death, disability or
termination for Cause;


10.2  if the optionee dies while in the employ of
the Company, the Incentive Stock Option may be exercised by the person to whom
it is transferred by will or the laws of descent and distribution within the
period of one hundred and eighty days after the date of death (or within such
lesser period as may be specified in the applicable Option Agreement);


10.3  if the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor provision thereto)
while in the employ of the Company, the Incentive Stock Option may be exercised
within the period of one hundred and eighty days after the date the optionee
ceases to be such an employee because of such disability (or within such lesser
period as may be specified in the applicable Option Agreement); and


10.4  if the optionee’s employment with the Company
is terminated by the Company for Cause, the Incentive Stock Option shall
terminate immediately.  The term “Cause”
shall mean (a) any breach by the optionee of any agreement to which the
optionee and the Company are both parties (including, without limitation,
breach by the optionee of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or other similar agreement), (b) any
act (other than retirement) or omission to act by the optionee which may have a
material and adverse effect on the Company’s business or on the optionee’s
ability to perform services for the Company, including, without limitation, the
commission of any crime (other than minor traffic violations), or (c) any
material misconduct or material neglect of duties by the optionee in connection
with the business or affairs of the Company or any parent, subsidiary or
affiliate of 













the Company.  The optionee shall be considered to have been
discharged for Cause if the Company determines, within 30 days after the
optionee’s resignation, that discharge for Cause was warranted.  The Board shall have sole authority and
discretion to determine whether the optionee’s employment has been terminated
for Cause; provided, however, that in no event may
any Incentive Stock Option be exercised after the expiration date of the
Incentive Stock Option.  For all purposes
of the Plan and any Incentive Stock Option granted hereunder, “employment”
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations).


A non-statutory Option granted to an employee shall be
subject to the foregoing provisions of this Section 10 as if it were an
Incentive Stock Option, but a non-statutory Option may also be exercised so
long as the optionee maintains a relationship with the Company as a director,
consultant or adviser, unless the Option Agreement provides otherwise.


11.  Incentive Stock Options. 
Options which are intended to be Incentive Stock Options shall be
subject to the following additional terms and conditions:


11.1  Express Designation.  All Incentive Stock Options shall, at the
time of grant, be specifically designated as such in the Option Agreement
covering such Incentive Stock Options.


11.2  10% Shareholder.  If any employee to whom an Incentive Stock
Option is to be granted is, at the time of the grant of such Option, the owner
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (after taking into account the attribution of
stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:


11.2.1  the purchase price per share of the Common
Stock subject to such Incentive Stock Option shall not be less than 110% of the
fair market value of one share of Common Stock at the time of grant; and


11.2.2  the option exercise period shall not exceed
five years from the date of grant.


11.3  Dollar Limitation.  For so long as the Code shall so provide,
Options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
Options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate fair market value
(determined as of the respective date or dates of grant) of more than $100,000.


12.  Additional Provisions.


12.1  Additional Provisions.  The Board of Directors may, in its sole
discretion, include additional provisions in Restricted Stock Agreements and
Option Agreements, including, without limitation, restrictions on transfer,
rights of the Company to repurchase shares of 













Restricted Stock
or shares of Common Stock acquired upon exercise of Options, commitments to pay
cash bonuses, to make, arrange for or guaranty loans or to transfer other
property to optionees upon exercise of Options, or such other provisions as
shall be determined by the Board of Directors; provided
that such additional provisions shall not be inconsistent with any
other term or condition of the Plan and such additional provisions shall not be
such as to cause any Incentive Stock Option to fail to qualify as an Incentive
Stock Option within the meaning of Section 422 of the Code.


12.2  Acceleration, Extension,
Etc.  The Board of Directors
may, in its sole discretion, (i) accelerate the date or dates on which all or
any particular Option or Options may be exercised or (ii) extend the dates
during which all, or any particular, Option or Options may be exercised.


13.  Rights as a Shareholder. 
The holder of an Option shall have no rights as a shareholder with
respect to any shares covered by the Option (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares.  No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


14.  Adjustment Provisions for Recapitalizations and
Related Transactions.


14.1  General.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any dividend or distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of securities and exercise price per
share of each outstanding Option and (iii) the number of shares subject to and
the repurchase price per share subject to each outstanding Restricted Stock
Award shall be equitably adjusted by the Company (or substituted awards may be
made, if applicable) in the manner determined by the Board.  Without limiting the generality of the
foregoing, in the event the Company effects a split of the Common Stock by
means of a stock dividend and the exercise price of and the number of shares
subject to an outstanding Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such dividend),
then an optionee who exercises an Option between the record date and the
distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.  Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 14 if such adjustment
would cause the Plan to fail to comply with Section 422 of the Code.


14.2  Board Authority to Make
Adjustments.  Any adjustments
under this Section 14 will be made by the Board of Directors, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. 
No fractional shares will be issued under the Plan on account of any
such adjustments.













 


15.  Merger, Consolidation,
Asset Sale, Liquidation, etc.


15.1  General.  In the event of a consolidation or merger or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity, or in the event of a liquidation
of the Company, the Board of Directors of the Company, or the board of
directors of any corporation assuming the obligations of the Company, may, in
its discretion, take any one or more of the following actions, as to some or
all outstanding Options (and need not take the same action as to each such
Option): (i) provide that such Options shall be assumed, or equivalent Options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), provided that
any such Options substituted for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, (ii) upon written notice to the
optionees, provide that all unexercised Options will terminate immediately
prior to the consummation of such transaction unless exercised by the optionee
(to the extent otherwise then exercisable) within a specified period following
the date of such notice, (iii) in the event of a merger under the terms of
which holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the merger (the “Merger
Price”), make or provide for a cash payment to the optionees equal to the
difference between (A) the Merger Price times the number of shares of Common
Stock subject to such outstanding Options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate exercise price
of all such outstanding Options, in exchange for the termination of such
Options, and (iv) provide that all or any outstanding Options shall become
exercisable in full immediately prior to such event.


15.2  Substitute Options.  The Company may grant Options in substitution
for Options held by employees of another corporation who become employees of
the Company, or a subsidiary of the Company, as the result of a merger or
consolidation of the employing corporation with the Company or a subsidiary of
the Company, or as a result of the acquisition by the Company, or one of its
subsidiaries, of property or stock of the employing corporation.  The Company may direct that substitute
Options be granted on such terms and conditions as the Board of Directors
considers appropriate in the circumstances.


15.3  Restricted Stock.  In the event of a business combination or
other transaction of the type detailed in Section 15.1, any securities, cash or
other property received in exchange for shares of Restricted Stock shall
continue to be governed by the provisions of any Restricted Stock Agreement
pursuant to which they were issued, including any provision regarding vesting,
and such securities, cash, or other property may be held in escrow on such
terms as the Board of Directors may direct, to insure compliance with the terms
of any such Restricted Stock Agreement.


16.  No Special Employment Rights.  Nothing contained in the Plan or in any
Option or Grant Stock Agreement shall confer upon any optionee any right with
respect to the continuation of his or her employment by the Company or
interfere in any way with the right of the Company at any time to terminate
such employment or to increase or decrease the compensation of the optionee.













 


17.  Other Employee Benefits. 
The amount of any compensation deemed to be received by an employee as a
result of the issuance of shares of Restricted Stock or the grant or exercise
of an Option or the sale of shares received upon such award or exercise will
not constitute compensation with respect to which any other employee benefits
of such employee are determined, including, without limitation, benefits under any
bonus, pension, profit-sharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board of Directors.


18.  Amendment of the Plan and
Awards.


18.1  The Board of Directors may at any time, and
from time to time, modify or amend the Plan in any respect, except that if at
any time the approval of the shareholders of the Company is required under
Section 422 of the Code or any successor provision with respect to Incentive
Stock Options, the Board of Directors may not effect such modification or
amendment without such approval.


18.2  The Board of Directors may amend, modify or
terminate any outstanding Option or Restricted Stock Award, including but not
limited to, substituting therefore another Option or Restricted Stock Award of
the same or a different type, changing the date of exercise or realization, and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that such holder’s or purchaser’s consent to such action shall be required
unless the Board of Directors determines that the action, taking into account
any related action, would not materially and adversely affect such holder or
purchaser.


18.3  The Board of Directors shall have the right
to amend or modify the terms and provisions of the Plan and of any outstanding
Incentive Stock Options to the extent necessary to qualify any or all such
Options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code.


19.  Withholding.  The
Company shall have the right to deduct from payments of any kind otherwise due
to the optionee any federal, state or local taxes of any kind required by law
to be withheld with respect to issuance of any shares of Restricted Stock or
shares issued upon exercise of Options. 
Subject to the prior approval of the Company, which may be withheld by
the Company in its sole discretion, the obligor may elect to satisfy such minimum
withholding obligations, in whole or in part, (i) by causing the Company to
withhold shares of Common Stock otherwise issuable or (ii) by delivering to the
Company shares of Common Stock already owned by the obligor for a period of at
least six months.  The shares so
delivered or withheld shall have a fair market value equal to such withholding
obligation.  The fair market value of the
shares used to satisfy such withholding obligation shall be determined by the
Company as of the date that the amount of tax to be withheld is to be
determined.  A person who has made an
election pursuant to this Section 19 may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.













 


20.  Effective Date and
Duration of the Plan.


20.1  Effective Date.  The Plan shall become effective when adopted
by the Board of Directors, but no Incentive Stock Option shall become
exercisable unless and until the Plan shall have been approved by the Company’s
shareholders.  If such shareholder
approval is not obtained within twelve months after the date of the Board’s
adoption of the Plan, no Options previously granted under the Plan shall be
deemed to be Incentive Stock Options and no Incentive Stock Options shall be
granted thereafter.  Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 18) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company’s shareholders.  If such
shareholder approval is not obtained within twelve months of the Board’s
adoption of such amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such Option to a particular
optionee.  Subject to this limitation,
Options may be granted under the Plan at any time after the effective date and
before the date fixed for termination of the Plan.


20.2  Termination.  Unless sooner terminated in accordance with
Section 15 or by the Board of Directors, the Plan shall terminate upon the
close of business on the day next preceding the tenth anniversary of the date
of its adoption by the Board of Directors.


21.  Provision for Foreign Participants.  The Board of Directors may, without amending
the Plan, modify the terms of Option or Grant Stock Agreements to differ from
those specified in the Plan with respect to participants who are foreign
nationals or employed outside the United States to recognize differences in
laws, rules, regulations or customs of such foreign jurisdictions with respect
to tax, securities, currency, employee benefit or other matters.


22.  Requirements of Law. 
The Company shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute a violation by the
optionee or by the Company of any provisions of any law or regulation of any
governmental authority.  In addition, in
connection with the Securities Act, the Company shall not be required to issue
any shares upon exercise of any Option unless the Company has received evidence
satisfactory to it to the effect that the holder of such Option will not
transfer such shares except pursuant to a registration statement in effect
under the Act or unless an opinion of counsel satisfactory to the Company has
been received by the Company to the effect that such registration is not
required in connection with any such transfer. Any determination in this
connection by the Board shall be final, binding and conclusive.  In the event the shares issuable on exercise
of an Option are not registered under the Act or under the securities laws of
each relevant state or other jurisdiction, the Company may imprint on the
certificate(s) appropriate legends that counsel for the Company considers
necessary or advisable to comply with the Act or any such state or other
securities law.  The Company may
register, but in no event shall be obligated to register, any securities
covered by the Plan pursuant to the Act; and in the event any shares are so
registered the Company may remove any legend on certificates representing such
shares.  The Company shall not be
obligated 













to take any affirmative action in order to cause the
exercise of an Option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.


23.  Governing Law.  This
Plan and each Option shall be governed by the laws of  the Commonwealth of Massachusetts, without
regard to its principles of conflicts of law.


*  *  *