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Exhibit 10.4    
    


Confidential
Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions. 


SECOND AMENDMENT TO THE OCTOBER 31, 2002 LICENSE  


        This Second Amendment, effective as of the date set forth above the signatures of the parties below, pertains to the Exclusive Patent License Agreement, effective
on October 31, 2002, and subsequently amended by a First Amendment dated November 15, 2002 by and between the Massachusetts Institute of Technology ("M.I.T.") and Momenta
Pharmaceuticals, Inc. ("COMPANY"). 


        WHEREAS,
M.I.T. is the owner of certain new intellectual property closely related to the PATENT RIGHTS of the Exclusive Patent License Agreement and desires to have this technology
developed and commercialized to benefit the public; and 


        WHEREAS,
COMPANY desires to add this new technology to the PATENT RIGHTS and M.I.T. is willing to grant a license thereunder. 


        NOW,
THEREFORE, M.I.T. and COMPANY hereby agree to modify the Exclusive Patent License Agreement as follows: 



	1.
	The
patent rights of the following M.I.T. Case Nos. shall be added to the PATENT RIGHTS ENZYMES and the PATENT RIGHTS, as defined by their inclusion in the attached APPENDIX E: 






M.I.T. Case No. [**]

Entitled: [**]

By [**] 


M.I.T. Case No. [**]

Entitled: [**]

By [**] 


M.I.T. Case No. [**]

Entitled: "[**]

By [**] 





	2.
	In
consideration of the addition of the patent rights of M.I.T. Case Nos. [**] and [**] to the PATENT RIGHTS ENZYMES and the license
granted in the FIELD SEQUENCING MACHINES hereunder:



	a.
	COMPANY
shall pay M.I.T. a Patent Addition Fee of [**] dollars ($[**]) for each M.I.T. Case added for a total of
[**] dollars ($[**]), which shall be due within thirty (30) days of the Effective Date of this Second Amendment; and



	b.
	Should
the First Agreement (as defined under Section 6.3) be terminated for any reason, COMPANY shall be responsible for payment of all fees and costs relating to the filing,
prosecution and maintenance of patent rights of M.I.T. Case Nos. [**] and [**], whether such fees and costs were incurred [**]
the Effective Date of this Second Amendment; provided, however, that should M.I.T. license the PATENT RIGHTS ENZYMES to one or more third parties in a field other than FIELD SEQUENCING MACHINES,
M.I.T. shall promptly notify COMPANY in writing and any fees and costs associated with PATENT RIGHTS ENZYMES shall be allocated in a fair and equitable manner between COMPANY and any subsequent
licensees of the PATENT RIGHTS ENZYMES on a go-forward basis. 






All
other terms and conditions of the License Agreement shall remain unchanged. 










The EFFECTIVE DATE of this Amendment is July 17, 2004.


Agreed
to for: 



	MASSACHUSETTS INSTITUTE OF

TECHNOLOGY	MOMENTA PHARMACEUTICALS, INC.
	By	/s/ Lita L. Nelsen	By	/s/ Susan K. Whoriskey
	Name	Lita L. Nelsen	Name	Susan K. Whoriskey
	Title	Technology Licensing Officer	Title	Vice President, Licensing & Business Development
	Date	July 26, 04	Date	July 28, 2004









 
 

APPENDIX E
  PATENT RIGHTS ENZYMES



M.I.T. Case No. [**]

Entitled: [**]

By [**] 



Patent
Convention Treaty Serial No. [**]

United States of America Serial No. [**]

Entitled: [**] 




M.I.T. Case No. [**]

Entitled: [**]

By [**] 



Patent
Convention Treaty Serial No. [**]

United States of America Serial No. [**]

Entitled: [**] 



M.I.T. Case No. [**]

Entitled: [**]

By [**] 




Japan
Serial No. [**]

Patent Convention Treaty Serial No. [**]

United States of America Serial No. [**]

Entitled: [**] 




M.I.T. Case No. [**]

Entitled: [**]

By [**] 


[**]



M.I.T. Case No. [**]

Entitled: [**]

By [**] 



United
States of America Serial No. [**]

United States of America Serial No. [**]

Entitled: [**] 




M.I.T. Case No. [**]

Entitled: [**]

By [**] 



[**]


















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Exhibit 10.4


APPENDIX E PATENT RIGHTS ENZYMES