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Exhibit 10.1    
    


 
 

Momenta Pharmaceuticals, Inc.
  
    Incentive Stock Option Agreement
  Granted Under 2004 Stock Incentive Plan    
    


1.     Grant of Option. 


        This
agreement evidences the grant by Momenta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), on
[                        ],
200[    ] (the "Grant Date") to [                        ], an employee of the Company (the "Participant"), of
an option to purchase, in whole or in
part, on the terms provided herein and in the Company's 2004 Stock Incentive Plan (the "Plan"), a total of
[                        ] shares (the "Shares") of common stock, $0.0001 par
value per share, of the Company ("Common Stock") at $[            ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[                        ] (the "Final Exercise Date"). 


        It
is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms. 


2.     Vesting Schedule. 


        This
option will become exercisable ("vest") as to [    ]% of the original number of Shares on the  [          ]
 anniversary of the Grant Date and as to an additional  [      ]% of the original number of Shares at the end of each successive  [            ] period following the first anniversary of the Grant Date until the  
[            ] anniversary of the Grant Date.
 


        The
right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole
or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 


3.     Exercise of Option. 


        (a)    Form of Exercise.    Each election to exercise this option shall be by written
notice in the form attached hereto as Exhibit A, in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be
for any fractional share. 


        (b)    Continuous Relationship with the Company Required.    Except as otherwise provided
in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or
officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an "Eligible Participant"). 


        (c)    Termination of Relationship with the Company.    If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but
in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to
exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality
provisions 










of
any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation. 


        (d)    Exercise Period Upon Death or Disability.    If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship
for "cause" as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant
(or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 



        (e)    Discharge for Cause.    If the Participant, prior to the Final Exercise Date, is
discharged by the Company for "cause" (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. "Cause" shall mean willful misconduct
by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination
shall be conclusive. The Participant shall be considered to have been discharged for "Cause" if the Company determines, within 30 days after the Participant's resignation, that discharge for
cause was warranted. 


4.     Tax Matters. 


        (a)    Withholding.    No Shares will be issued pursuant to the exercise of this option
unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in
respect of this option. 


        (b)    Disqualifying Disposition.    If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of
such disposition. 


5.     Nontransferability of Option. 



        This
option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent
and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 


6.     Provisions of the Plan. 


        This
option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 



        IN
WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 



	 	 	MOMENTA PHARMACEUTICALS, INC.
	

Dated:	
 	

By:	

 
	 	 	 	

	

 	
 	

Name:	

 
	 	 	 	

	 	 	Title:	 
	 	 	 	










PARTICIPANT'S ACCEPTANCE 


        The
undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 2004 Stock
Incentive Plan. 



	 	 	PARTICIPANT:
	

 	
 	


	

 	
 	

Address:	

 
	 	 	 	

	

 	
 	

 	











EXHIBIT A

NOTICE OF STOCK OPTION EXERCISE 



















Date:  






















Participant
name and address: 













Attention:
Treasurer 


Dear
Sir or Madam: 


        I
am the holder of an Incentive Stock Option granted to me under the Momenta Pharmaceuticals, Inc. (the "Company") 2004 Stock Incentive Plan on
                for the purchase of                  shares of Common Stock
of the Company at a purchase price of
$                 per share. 


        I
hereby exercise my option to purchase                  shares of Common Stock (the "Shares"), for which I have enclosed
                 in the amount of $                . Please register my
stock certificate as follows: 



	 	 	 	 	(check applicable box)
	

Name(s):	
 	

	
 	

o	
 	

TEN COM
	

 	
 	

	
 	

o	
 	

TEN ENT
	

Address:	
 	

	
 	

o	
 	

JT TEN
	

Tax I.D. #:	
 	

	
 	

o	
 	

UNIF GIFT MIN ACT






        I
represent, warrant and covenant as follows: 


        1.     I
am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of
the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. 









        2.     I
have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits
and risks of my investment in the Company. 


        3.     I
have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed
investment decision with respect to such purchase. 


        4.     I
can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period. 



        5.     I
understand that (i) the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the
Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then
available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then
exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is
now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares
under the Securities Act. 


Very
truly yours, 







(Signature) 











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Exhibit 10.1


Momenta Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan