Exhibit 10.1


 


AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made
effective as of the 7th day of June, 2005 (the “Effective Date”) by and
between Momenta Pharmaceuticals, Inc.
(formerly Mimeon, Inc.), a Delaware corporation (the “Company”) and
Alan L. Crane (“Employee”).


 


WITNESSETH:


 


WHEREAS,
The Company and the Employee entered into that certain Employment Agreement
dated March 15, 2002 (the “Employment Agreement”) providing for the
employment of the Employee in an executive capacity with the Company upon the
terms and subject to the conditions set forth in the Employment Agreement; and


 


WHEREAS,
the Company (through its Board of Directors), and Employee collectively
determined that it was mutually beneficial to separate the offices of Chairman
of the Board and Chief Executive Officer; and


 


WHEREAS,
the parties hereto desire to amend the Employment Agreement to reflect the
mutually agreed upon revised terms in accordance with the provisions of this
Amendment.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.                                       Definitions.


 


Capitalized terms used herein, but not otherwise defined, shall have
the meanings ascribed to them in the Employment Agreement.


 


2.                                       Amendment.


 


Section 1(b) of
the Employment Agreement is hereby amended and restated in its entirety to read
as follows:


 


“Director.  Employee shall serve as a director of the
Company for so long as he is the Chief Executive Officer or until he earlier
resigns as a director.”


 


3.                                       Acknowledgement.  The parties expressly acknowledge and agree
that the amendment to Employee’s title and responsibilities pursuant to this
Amendment shall not constitute grounds for Employee to resign from the Company
for “good reason” pursuant to Section 16 of the Employment Agreement.


 





















 


4.                                       Reference
to and Effect on the Employment Agreement.


 


(a)                                  On
and after the Effective Date, each reference to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the
Employment Agreement as amended hereby. 
No reference to this Amendment need be made in any instrument or
document at any time referring to the Employment Agreement, a reference to the
Employment Agreement in any of such instrument or document to be deemed to be a
reference to the Employment Agreement as amended hereby.


 


(b)                                 Except
as expressly amended by this Amendment, the provisions of the Employment
Agreement shall remain in full force and effect.


 


5.                                       Governing
Law.


 


This Amendment shall be governed by and its provisions construed and
enforced with the internal laws of the Commonwealth of Massachusetts without
reference to its principles regarding conflicts of laws.


 


6.                                       Counterparts.


 


This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.


 


*****


 





















 


IN
WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed and delivered on the date first written above.


 


	
   

  	
  MOMENTA
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard P.
  Shea

  	
   

  
	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Alan L. Crane

  	
   

  
	
   

  	
   

  	
  Alan L. Crane

  



 


[Signature
Page to Amendment No. 1 to Employment Agreement]