Exhibit 10.14


MOMENTA PHARMACEUTICALS, INC.


Restricted Stock Agreement

Granted Under 2004 Stock Incentive Plan


AGREEMENT made on March 7, 2006 between Momenta
Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and Ganesh Venkataraman (the “Participant”).


For valuable consideration, receipt of which is
acknowledged, the parties hereto agree as follows:


1.             Issuance of Shares.


The Company shall issue to the Participant, subject to
the terms and conditions set forth in this Agreement and in the Company’s 2004
Stock Incentive Plan, as amended (the “Plan”), 200,000 shares (the “Shares”)
of common stock, $0.0001 par value per share, of the Company (“Common Stock”).
The Shares will be held in book entry by the Company’s transfer agent in the
name of the Participant for that number of Shares issued to the Participant. The
Participant agrees that the Shares shall be subject to the forfeiture
provisions set forth in Section 2 of this Agreement and the restrictions
on transfer set forth in Section 3 of this Agreement.


2.             Vesting.


(a)           One hundred thousand
(100,000) Shares shall vest and become free from forfeiture under Section 2(c)
hereof and become free from the transfer restrictions in Section 3 hereof on
the date that the Company (or any of the Company’s partners or collaborators)
commercially launches M-Enoxaparin in the United States, provided, that
such commercial launch occurs on or before March 7, 2011, and, provided
further, that such Shares shall only vest pursuant to this Section 2(a) if
the Participant is employed by the Company on the date of such vesting event.


(b)           One hundred thousand
(100,000) Shares shall vest and become free from forfeiture under Section 2(c)
hereof and become free from the transfer restrictions in Section 3 hereof on
the fourth anniversary of the grant date (i.e., March 7, 2010), provided,
that such Shares shall only vest pursuant to this Section 2(b) if the
Participant is employed by the Company on the date of such vesting event.


(c)           In the event that
the Shares do not vest in accordance with Section 2(a) or Section 2(b), then
such Shares that would have otherwise vested under Section 2(a) or Section
2(b), as applicable, shall be forfeited immediately and automatically to the
Company and the Participant shall have no further rights with respect to such
Shares.


(d)           For purposes of this
Agreement, employment with the Company shall include employment with a parent
or subsidiary of the Company, or any successor to the Company.



  
  
 






 
  
  



 


3.             Restrictions on Transfer.


(a)           The Participant shall
not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively “transfer”) any Shares, or
any interest therein, until such Shares have vested, except that the
Participant may transfer such Shares (i) to or for the benefit of any spouse,
children, parents, uncles, aunts, siblings, grandchildren and any other
relatives approved by the Board of Directors (collectively, “Approved
Relatives”) or to a trust established solely for the benefit of the Participant
and/or Approved Relatives, provided that such Shares shall remain
subject to this Agreement (including without limitation the restrictions on
transfer set forth in this Section 3 and the forfeiture provisions contained in
Section 2) and such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument confirming that such
transferee shall be bound by all of the terms and conditions of this Agreement
or (ii) as part of the sale of all or substantially all of the shares of
capital stock of the Company (including pursuant to a merger or consolidation),
provided that, in accordance with the Plan and except as otherwise
provided herein, the securities or other property received by the Participant
in connection with such transaction shall remain subject to this Agreement.


(b)           The Company shall
not be required (i) to transfer on its books any of the Shares which have been
transferred in violation of any of the provisions set forth in this Agreement
or (ii) to treat as owner of such Shares or to pay dividends to any transferee
to whom such Shares have been transferred in violation of any of the provisions
of this Agreement.


4.             Restrictive Legends.


All Shares subject to this Agreement subject to the
following restriction, in addition to any other legends that may be required
under federal or state securities laws:


“The shares of stock represented by this certificate
are subject to forfeiture provisions and restrictions on transfer set forth in
a certain Restricted Stock Agreement between the corporation and the registered
owner of these shares (or his predecessor in interest), and such Agreement is
available for inspection without charge at the office of the Secretary of the
corporation.”


5.             Provisions of the Plan.


This Agreement is subject to the provisions of the
Plan, a copy of which is furnished to the Participant with this Agreement. Capitalized
terms used, but not otherwise defined, herein shall have the meaning given to
them in the Plan.


6.             Withholding Taxes; Section 83(b) Election.


(a)           The Participant
acknowledges and agrees that the Company has the right to deduct from payments
of any kind otherwise due to the Participant any federal, state, local or other
taxes of any kind required by law to be withheld with respect to the issuance
of the Shares to the Participant or the lapse of the forfeiture provisions. For
so long as the Common Stock is 



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registered under the Exchange Act, the
Participant may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from this award, valued at
their Fair Market Value; provided, however, that (i) the total tax withholding where stock is
being used to satisfy such tax obligations cannot exceed the Company’s minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income) and (ii) satisfaction of such
tax obligations through shares of the Company’s Common Stock, including Shares
retained from this award, may only be authorized by the Company’s Compensation
Committee in its sole discretion at any time prior to the occurrence of a
vesting date (whereby such Committee may adopt a resolution permitting the
Participant to satisfy his or her tax withholding obligation through the
surrender of shares of the Company’s Common Stock, including a portion of the
Shares the vesting of which gives rise to the withholding obligations). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.


(b)           The Participant has
reviewed with the Participant’s own tax advisors the federal, state, local and
other tax consequences of this investment and the transactions contemplated by
this Agreement. The Participant is relying solely on such advisors and not on
any statements or representations of the Company or any of its agents. The
Participant understands that the Participant (and not the Company) shall be
responsible for the Participant’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement.


THE PARTICIPANT AGREES
NOT TO FILE AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE WITH
RESPECT TO THE ISSUANCE OF THE SHARES.


7.             Miscellaneous.


(a)           No
Rights to Employment.  The
Participant acknowledges and agrees that the vesting of the Shares pursuant to
Section 2 hereof is earned only by satisfaction of the performance conditions
and continuing service as an employee at the will of the Company (not through
the act of being hired or being granted the Shares hereunder). The Participant
further acknowledges and agrees that the transactions contemplated hereunder
and the vesting schedule set forth herein do not constitute an express or
implied promise of continued engagement as an employee for the vesting period,
for any period, or at all.


(b)           Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


(c)           Waiver.  Any provision for the benefit of the Company
contained in this Agreement may be waived, either generally or in any
particular instance, by the Board of Directors of the Company.



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(d)           Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the Company and the Participant and
their respective heirs, executors, administrators, legal representatives,
successors and assigns, subject to the restrictions on transfer set forth in
Section 3 of this Agreement.


(e)           Notice.
 Each notice relating to this Agreement
shall be in writing and delivered in person or by first class mail, postage
prepaid, to the address as hereinafter provided. Each notice shall be deemed to
have been given on the date it is received. Each notice to the Company shall be
addressed to it at its offices at 675 West Kendall Street, Cambridge,
Massachusetts 02142 (Attention: Vice President, Legal Affairs). Each notice to
the Participant shall be addressed to the Participant at the Participant’s last
known address.


(f)            Pronouns.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.


(g)           Entire
Agreement.  This Agreement and the
Plan constitute the entire agreement between the parties, and supersede all
prior agreements and understandings, relating to the subject matter of this
Agreement.


(h)           Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Participant.


(i)            Governing
Law.  This Agreement shall be
construed, interpreted and enforced in accordance with the internal laws of the
State of Delaware without regard to any applicable conflicts of laws.


(j)            Interpretation.  The interpretation and construction of any
terms or conditions of the Plan, or of this Agreement or other matters related
to the Plan by the Compensation Committee of the Board of Directors of the
Company shall be final and conclusive.


(k)           Participant’s
Acknowledgments.  The Participant
acknowledges that he or she: (i) has read this Agreement; (ii) has been
represented in the preparation, negotiation, and execution of this Agreement by
legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this
Agreement; (iv) is fully aware of the legal and binding effect of this
Agreement; and (v) understands that the law firm of Wilmer Cutler Pickering
Hale and Dorr LLP is acting as counsel to the Company in connection with the
transactions contemplated by the Agreement, and is not acting as counsel for
the Participant.


(l)            Delivery
of Certificates.  The Participant may
request that the Company deliver the Shares in certificated form with respect
to any Shares that have ceased to be subject to forfeiture pursuant to Section
2.


(m)          No Deferral.  Notwithstanding anything herein to the
contrary, neither the Company nor the Participant may defer the delivery of the
Shares.



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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


	
  

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
  /s/ Richard P. Shea

  	
   

  
	
   

  	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
   

  	
  Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Ganesh Venkataraman

  	
   

  
	
   

  	
   

  	
  Ganesh Venkataraman

  



 



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