Exhibit 10.7


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this
22nd day of August 2006, is entered into by Momenta
Pharmaceuticals, Inc., a Delaware corporation with its principal place of
business at 675 West Kendall Street, Cambridge, Massachusetts (the “Company”),
and Craig Wheeler, residing at 3 Valley View Lane, Orinda, California 94563
(the “Employee”).


The Company desires to employ the Employee and the
Employee desires to be employed by the Company. 
In consideration of the mutual covenants and promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties hereto, the parties agree as follows:


1.             Term
of Employment.  The Company hereby
agrees to employ the Employee and the Employee hereby accepts employment with
the Company, upon the terms set forth in this Agreement, commencing on August
22, 2006 (the “Commencement
Date”). 
There shall be no definite term of employment, and the
Employee’s employment shall be at-will such that both the Company and the
Employee remain free to end the employment relationship for any reason, at any
time, with or without notice.


2.             Title
and Capacity.  The Employee shall
initially serve as President of the Company and shall report to the Board of
Directors of the Company (the “Board”). 
Effective the Commencement Date, the Employee shall be appointed to the
Board.  On or about September 12, 2006, the
Employee shall assume the duties of Chief Executive Officer.  The Employee shall be based at the Company’s
headquarters in Cambridge, Massachusetts.


The Employee hereby accepts such employment and agrees
to undertake the duties and responsibilities inherent in such position and such
other duties and responsibilities as the Board 









 



shall from time to time reasonably assign to him.  The Employee agrees to devote his entire
business time, attention and energies to the business and interests of the
Company; provided,  however, the Employee may continue to serve on
the board of Avanir Pharmaceuticals, Inc. and with regard to future board or
other business activities he will obtain prior approval from the Board. The
Employee agrees to abide by the rules, regulations, instructions, personnel
practices and policies of the Company and any changes therein that may be
adopted from time to time by the Company.


3.             Compensation
and Benefits.


3.1           Base Salary.  The Company shall pay the Employee, in
accordance with the Company’s regular payroll practices, a base salary at the
annualized rate of $500,000, or such salary adjusted upward thereafter, as
determined by the Board.


3.2           Bonus.  In addition to a base salary, the Employee
will be eligible to receive discretionary bonus compensation as follows:


(a)           for the fiscal year
2006, a guaranteed bonus of a minimum of sixty percent (60%) of the base salary
in effect as of the last day of the fiscal year, prorated for the Employee’s
length of service within the fiscal year which bonus is payable on or about
January 15, 2007.


(b)           beginning in fiscal
year 2007, an annual bonus in the range of zero (0%) to one hundred and fifty
(150%) of his base salary for the applicable fiscal year as of the last day of
the applicable fiscal year.  The annual
target for the Employee’s bonus will be at sixty percent (60%) of the
applicable base salary.  The Board will
determine, in its sole discretion, after consideration of the recommendation of
the Compensation Committee, whether (and in what amount) a bonus award is
payable to the Employee.  In determining whether a bonus award 



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in any given year shall be granted, the Board
will review whether the Company has achieved its annually approved operating
plan as well as whether the Employee has achieved his personal objectives as
established by the Board.


To be eligible to receive a bonus award, the Employee
must be an active employee on the date any such bonuses are distributed.


3.3           Employee Benefits.


(a)           Company-Sponsored
Benefit Plans. The Employee shall be entitled to participate in all benefit
plans and programs that the Company establishes and makes available to its
employees to the extent that the Employee is eligible under (and subject to the
provisions of) the plan documents governing those programs.  The Employee shall be entitled to five (5)
weeks paid vacation per year to be administered in accordance with Company
policy.


(b)           Life and Disability
Insurance.  The Company shall
reimburse the Employee the premium for maintaining a $3 million life and
disability insurance policy up to a maximum reimbursement of $5,000 per year,
for as long as and to the extent that the Employee is employed by the
Company.  In addition, the Company will
provide the Employee with an additional payment to offset the estimated tax
liability for such reimbursement (hereinafter, for purposes of this section
only, the “gross up”), but such payment shall not include any payments to
offset the estimated tax liability of such gross up.


3.4           Reimbursement of
Expenses.  The Company shall
reimburse the Employee for all reasonable travel, entertainment and other
expenses incurred or paid by the Employee in connection with, or related to,
the performance of his duties, responsibilities or services under this
Agreement, upon presentation by the Employee of documentation, expense
statements, vouchers and/or such other supporting information as the Company
may reasonably 



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request; provided, however,
that the amount available for such travel, entertainment and other expenses may
be fixed in advance by the Board.


3.5           Equity.


(a)           On the Commencement
Date, the Company will grant the Employee an option to purchase 375,000 shares
of common stock of the Company $.0001 par value per share (“Common Stock”) at
an exercise price equal to the fair market value of the Common Stock on the
date of the grant (such shares, the “Initial Shares”), as evidenced by Stock
Option Agreements with the Employee (the “Option Agreements”), substantially in
the forms of Exhibit A and Exhibit B to this Agreement.  The option to purchase such Initial Shares
shall vest over a four (4) year period in accordance
with the terms and provisions of the Option Agreements.


(b)           On the Commencement
Date, the Company will grant the Employee 100,000 shares of Common Stock (the
“Time-Based Shares”).  The grant of the
Time-Based Shares shall be governed by a Restricted Stock Agreement,
substantially in the form of Exhibit C to this Agreement, which
shall provide for, among other things, the forfeiture of the unvested
Time-Based Shares under certain circumstances. 
The Time-Based Shares will be subject to a four (4) year cliff vesting
in accordance with the Restricted Stock Agreement.


(c)           On or about January 1,
2007, and provided the Employee is employed by the Company on such date, the
Company will grant the Employee 175,000 shares of Common Stock (the “Performance-Based
Shares”).  The grant of the
Performance-Based Shares shall be governed by a Restricted Stock Agreement,
substantially in the form of Exhibit D to this Agreement, which shall
provide for, among other things, the forfeiture of the unvested 



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Performance-Based Shares under certain
circumstances.  The Performance-Based
Shares will vest in accordance with the terms of the Restricted Stock
Agreement.


(d)           At the end of fiscal
year 2007, and provided the Employee is employed by the Company, the Employee
will be eligible for: (1) a target grant of 75,000 shares of Common Stock (the
“First Target Shares”) which shares will vest over a four (4) year period
unless the Company and the Employee agree in writing that such shares will vest
pursuant to the satisfaction of performance conditions to be determined by the
Board in its sole discretion; and (2) a target option grant of 100,000 shares
of Common Stock (the “Second Target Shares”), with an exercise price equal to
the fair market value of the Common Stock on the date of grant, which option
shall vest over a four (4) year period. 
The size of the option and stock grants shall be presented to the Board
for its approval in its sole discretion if recommended and approved by the
Compensation Committee.  The Company and
the Employee acknowledge that the Company stock plans will be reviewed during
the coming year to determine, among other things, the appropriate annual equity
and options to be granted to the Employee after fiscal 2007 in light of the
overall revised equity plans and practices of the Company.


(e)           The number of
Performance-Based Shares, First Target Shares and Second Target Shares, as set
forth in Section 3.5(c) and (d), shall be adjusted as necessary if, after the
Commencement Date and prior to the date of each applicable grant, the Company
effects a stock split, reverse stock split, stock dividend, recapitalization or
similar transaction affecting the Company’s Common Stock.


3.6           Moving Expenses and
Temporary Accommodations.


(a)           The Company shall
reimburse the Employee for pre-approved reasonable
moving and travel expenses not to exceed three hundred and fifty thousand
dollars 



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($350,000), and make additional payments to
the extent the reimbursement is taxable to the Employee, incurred by the
Employee in moving himself and his immediate family from California to the
Cambridge, Massachusetts metropolitan area to commence employment with the
Company.  The fees and expenses for which
the Employee is eligible for reimbursement are set forth in Exhibit E
to this Agreement.


(b)           For one year from the
date the Employee becomes Chief Executive Officer of the Company, the Company
will arrange for temporary housing, living expenses (including utilities) and a
rental car, in an amount to be mutually agreed upon by the Employee and the
Chairman of the Board


(c)           Until the earlier of
one year from the date the Employee becomes the Chief Executive Officer of the
Company or until the Employee relocates his family to the Cambridge,
Massachusetts metropolitan area, the Company will pay for the Employee to
travel to and from his home in California and Cambridge, Massachusetts as
mutually agreed with the Chairman of the Board.


3.7           Financial and Tax
Advice.  The Company will reimburse
the Employee up to $15,000 for actual financial and tax advisor fees incurred
during the first year, and up to $5,000 per year for such actual incurred fees
for each subsequent calendar year, of his employment pursuant to this
Agreement.


3.8           Withholding.  All salary, bonus and other compensation or
benefits payable to the Employee shall be subject to applicable withholdings
and taxes.



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4.             Payments
Upon Resignation By The Employee Without Good Reason or Termination By The
Company For Cause.


4.1           Payment upon
Voluntary Resignation or Termination for Cause.  If the Employee voluntarily resigns his
employment other than for Good Reason (as defined in Section 4.2), or if the
Company terminates the Employee for Cause (as defined in Section 4.3), the
Company shall pay the Employee all accrued and unpaid base salary through the
Employee’s date of termination and any vacation that is accrued but unused as
of such date.  The Employee shall not be
eligible for any severance or separation payments (including, but not limited
to, those described in Sections 5 and 6 of this
Agreement) or any continuation of benefits (other than those provided for under
the Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or any
other compensation pursuant to this Agreement or otherwise.  The Employee also shall have such rights, if
any, with respect to outstanding stock options and restricted stock grants as
may be provided under the agreement applicable to each.


4.2           Definition of “Good
Reason”.  For purposes of this
Agreement, “Good Reason” means the occurrence, without the Employee’s written
consent, of any of the events or circumstances set forth in clauses (a) through
(d) below, provided, however, that an event described in clauses (a) through
(d) below shall not constitute Good Reason unless it is communicated in writing,
within 90 days of the event giving rise to the claim, by the Employee to the
Board or its successor and unless it is not corrected by the Company or its
successor and the Employee has not been reasonably compensated for any loss or
damages resulting therefrom within thirty (30) days of the Company’s receipt of
such written notice:


(a)           the assignment to the
Employee of duties inconsistent in any material respect with the Employee’s
position (including status, offices, titles and reporting 



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requirements), authority or responsibilities,
or any other action or omission by the Company which results in a material
diminution in such position, authority or responsibilities;


(b)           the Board requiring the
Employee to engage in unlawful conduct;


(c)           a material reduction in
the Employee’s base salary; or


(d)           a change by the Company
in the location at which the Employee performs his principal duties for the
Company to a new location that is both (i) outside a radius of 50 miles from the Employee’s
principal residence and (ii) more than 30
miles from the location at which the Employee performed his principal duties
for the Company.


4.3           Definition of “Cause”.  For purposes of this Agreement, “Cause” is
defined as: (i) a good faith finding by no fewer than two-thirds of the members
of the Board (excluding the Employee, if applicable) of (a) the Employee’s
failure to (1) perform reasonably assigned lawful duties or (2) comply with a
lawful instruction of the Board so long as, in the case of (2), the instruction
is consistent with the scope and responsibilities of the Employee’s position,
or (b) the Employee’s dishonesty, willful misconduct or gross negligence, or
(c) the Employee’s substantial and material failure or refusal to perform
according to, or to comply with, the policies, procedures or practices
established by the Company or the Board and, in the case of (a) or (c), the
Employee has had ten (10) days written notice to cure his failure to so perform
or comply; or (ii) the Employee’s indictment, or the entering of a guilty plea
or plea of “no contest” with respect to a felony or any crime involving moral
turpitude.


4.4           Taxes.


(a)           In the event that the
Company undergoes a “Change in Ownership or Control” (as defined below), the
Company shall, within 30 days after each date on which the Employee becomes
entitled to receive (whether or not then due) a Contingent Compensation 



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Payment (as defined below) relating to such
Change in Ownership or Control, determine and notify the Employee (with
reasonable detail regarding the basis for its determinations) (i) which of
the payments or benefits due to the Employee (under this Agreement or
otherwise) following such Change in Ownership or Control constitute Contingent
Compensation Payments, (ii) the amount, if any, of the excise tax (the “Excise
Tax”) payable pursuant to Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), by the Employee with respect to such Contingent
Compensation Payment and (iii) the amount of the Gross-Up Payment (as
defined below) due to the Employee with respect to such Contingent Compensation
Payment.   Within 30 days after delivery
of such notice to the Employee, the Employee shall deliver a response to the
Company (the “Employee Response”) stating either (A) that he agrees with the Company’s
determination pursuant to the preceding sentence or (B) that he disagrees with
such determination, in which case he shall indicate which payment and/or
benefits should be characterized as a Contingent Compensation Payment, the
amount of the Excise Tax with respect to such Contingent Compensation Payment
and the amount of the Gross-Up Payment due to the Employee with respect to such
Contingent Compensation Payment.  In the
event that the Employee fails to deliver an Employee Response on or before the
required date, the Company’s initial determination shall be final.  If the Employee Response differs from the
Company notice, the Employee and the Company, and their respective tax
advisors, shall attempt in good faith to resolve any disagreements concerning
the foregoing.  Within 90 days after the
due date of each Contingent Compensation Payment to the Employee, the Company
shall pay to the Employee, in cash, the Gross-Up Payment with respect to such
Contingent Compensation Payment, in the amount determined pursuant to this
Section 4.4).



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(b)           For purposes of this Section 4.4, the
following terms shall have the following respective meanings:


(i)            “Change in Ownership
or Control” shall mean a change in the ownership or effective control of the
Company or in the ownership of a substantial portion of the assets of the
Company determined in accordance with Section 280G(b)(2) of the Code.


(ii)           “Contingent
Compensation Payment” shall mean any payment (or benefit) in the nature of
compensation that is made or made available (under this Agreement or otherwise)
to a “disqualified individual” (as defined in Section 280G(c) of the Code) and
that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code)
on a Change in Ownership or Control of the Company.


(iii)          “Gross-Up Payment” shall
mean an amount equal to the sum of (i) the amount of the Excise Tax payable
with respect to a Contingent Compensation Payment and (ii) the amount necessary
to pay all additional taxes imposed on (or economically borne by) the Employee
(including the Excise Taxes, state and federal income taxes and all applicable
employment taxes) attributable to the receipt of such Gross-Up Payment.  For purposes of the preceding sentence, all
taxes attributable to the receipt of the Gross-Up Payment shall be computed
assuming the application of the maximum tax rates provided by law.


(c)           The provisions of this
Section 4.4 are intended to apply to any and all payments or benefits
available to the Employee under this Agreement or any other agreement or plan
of the Company under which the Employee receives Contingent Compensation
Payments.


5.             Termination
Without Cause, Termination by Reason of Death or Disability, Resignation for
Good Reason.  If the Employee’s
employment with the Company is terminated 



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by reason of the
Employee’s death or Disability (as defined in Section 5.5), by the Company
without Cause (as defined in Section 4.3), or
by the Employee’s voluntary resignation for Good Reason (as defined in Section
4.2), other than in connection
with a Change in Control (as defined in Section 6.1(a)), then the Employee
shall be paid all accrued and unpaid base salary and any accrued but unused
vacation through the date of termination. 
In addition, subject to the Employee’s execution and non-revocation of a
binding severance and mutual release agreement in a form satisfactory to the
Company (hereinafter, a “Severance Agreement”), the Employee shall be eligible
to receive the following separation benefits:


5.1           an amount equal to
twelve (12) months of the highest base salary in effect during the twelve (12)
months prior to the Employee’s date of termination, and an amount equal to the
greater of (i) sixty percent (60%) of such base salary or (ii) the
last bonus, if any, paid to the Employee pursuant to Section 3.2, all of which
shall be payable, in full and in a lump-sum cash payment, six months and one
day after the date of termination; and


5.2           if the Employee’s
termination is without Cause (as defined in Section 4.3), immediate vesting of
the Time Based Shares and the Initial Shares as described in Section 3.5(a) and
(b) and seventy-five thousand (75,000) of the Performance Based Shares in
accordance with Section 3.5(c) provided the Company has granted to the Employee
the Performance Based Shares in accordance with Section 3.5(c), and, provided
further, that the Company has granted to the Employee the First Target Shares
and the Second Target Shares in accordance with Section 3.5(d), immediate
vesting of that portion of the First Target Shares, Second Target Shares and
any future grants that would have vested if the Employee had remained employed
for an additional twelve (12) months as well as vesting of twenty-five percent
(25%) of any unvested future performance based shares granted to the Employee.  All such equity awards (whether 



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stock options or restricted stock grants)
will remain exercisable in accordance with the applicable stock option plan or
grant agreement,


5.3           if the Employee’s
termination is by reason of the Employee’s death or Disability (as defined in
Section 5.5) or for Good Reason (as defined in Section 4.2), immediate vesting
of the Time Based Shares and the Initial Shares as described in Section 3.5(a)
and (b) and of the Performance Based Shares in accordance with Section 3.5(c) provided
the Company has granted to the Employee the Performance Based Shares in
accordance with Section 3.5(c), and, provided further, that the Company has
granted to the Employee the First Target Shares and the Second Target Shares in
accordance with Section 3.5(d), immediate vesting of that portion of the First
Target Shares, Second Target Shares and any future grants that would have
vested if the Employee had remained employed for an additional twelve (12)
months as well as vesting of twenty-five percent (25%) of any unvested future
performance based shares granted to the Employee.  All such equity awards (whether stock options
or restricted stock grants) will remain exercisable in accordance with the
applicable stock option plan or grant agreement; and


5.4           upon the Employee’s
termination from employment pursuant to this Section 5, the Company shall
continue the Employee and his dependants on its medical and dental plans in
accordance with the applicable plans.  To
the extent the Employee and his dependants cannot be maintained on such plans,
the Company will obtain comparable policies for the Employee and shall, for
twelve (12) months after the Employee’s termination, continue to pay that
portion of the medical and dental premiums that it pays on behalf of its
actively employed executives who receive the same type of coverage; provided,
however, that if the Employee becomes re-employed with another employer and is
eligible to receive such benefits from such employer on terms at least as
favorable to the Employee and his dependants as those 



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being provided by the Company, then the
Company shall no longer be required to provide those particular benefits to the
Employee and his dependants.  At the end
of the twelve (12) month period, the Employee may continue such policies on his
own behalf or pursuant to the Federal Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), if applicable, and shall be responsible for all
premiums thereafter.


5.5            For purposes of this
Agreement, “Disability” shall mean the Employee’s absence from the full-time
performance of the Employee’s duties with the Company for 180 consecutive
calendar days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Employee or the Employee’s legal
representative.


6.             Termination
Following Change of Control.


6.1           Key Definitions.  As used herein, the following terms shall
have the following respective meanings:


(a)           “Change in Control”
means an event or occurrence set forth in any one or more of subsections (i)
through (iv) below (including an event or occurrence that constitutes a Change
in Control under one of such subsections but is specifically exempted from
another such subsection):


(i)            the acquisition by an
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership of any capital stock of the Company if, after
such acquisition, such Person beneficially owns (within the meaning of Rule
13d-3 promulgated under the Exchange Act) 40% or more of either (x) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (y) the 



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combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); or


(ii)           the consummation of a
merger, consolidation, reorganization, recapitalization or share exchange
involving the Company or a sale or other disposition of all or substantially
all of the assets of the Company in one or a series of transactions (a
“Business Combination”), unless, immediately following such Business
Combination, all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company’s assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; or


(iii)          approval by the
stockholders of the Company of a complete or substantially complete liquidation
or dissolution of the Company; or


(iv)          individuals who
constitute the Board on the date of this Agreement (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided
that, any individual that becomes a director of the Company subsequent to date 



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of this Agreement whose (A) election to the
Board or (B) nomination for election by the Company’s stockholders, in each
case is approved by a vote of at least a majority of the directors then
comprising the Incumbent Board, shall be considered for all time thereafter as
a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of directors of the
Company.


(b)           “Change in Control
Date” means the first date during the period of time the Employee is employed
pursuant to this Agreement on which a Change in Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if (a) a Change in Control occurs, (b) the
Employee’s employment with the Company is terminated prior to the date on which
the Change in Control occurs, and (c) it is reasonably demonstrated by the
Employee that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change in Control
or (ii) otherwise arose in connection with or in anticipation of a Change in
Control, then for all purposes of this Agreement the “Change in Control Date”
shall mean the date immediately prior to the date of such termination of
employment.


(c)           Change of Control
Termination occurs where the Employee is terminated without Cause (as
defined in Section 4.3) or resigns for Good Reason (as defined in Section 4.2),
in either case within twenty-four (24) months following the Change in Control
Date.


6.2           Benefits to Employee
Upon a Change of Control Termination.


In the event of a Change of Control Termination, the
Employee shall be entitled to all accrued and unpaid base salary and any
accrued but unused vacation through the date of 



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termination.  In
addition, subject to the Employee’s (or his legal representative’s, as
applicable) execution and non-revocation of a binding Severance Agreement, the
Employee shall be eligible to receive the following separation benefits:


(a)           the Company shall pay
in full to the Employee in a lump sum cash payment six months and one day after
the termination of employment the aggregate of the following amounts:


(i)            an amount equal to
twenty-four (24) months of the highest base salary in effect during the twelve
(12) months prior to the Employee’s termination from employment, and an amount
equal to the greater of (a) sixty percent (60%) of two years of such base
salary or (b) twice the last bonus, if any, paid to the Employee pursuant
to Section 3.2; and


(ii)           if, and only if, the
aggregate purchase price with respect to a Business Combination as set forth in
6.1(a)(ii) equals or exceeds $1.1 billion, the amount equal to twelve (12)
months of base salary in effect at the time of the Employee’s termination from
employment and an amount equal to the greater of (a) sixty percent (60%) of one
year of such base salary or (b) the last bonus, if any, paid to the Employee
pursuant to Section 3.2; and


(b)           upon the Employee’s
termination from employment, the Company shall continue the Employee and his
dependants on its medical and dental plans in accordance with the applicable
plans for a period of twenty-four (24) months (or thirty-six (36) months if the
conditions set forth in (ii) above are met). 
To the extent the Employee and his dependants cannot be maintained on
such plans, the Company will obtain comparable policies for the Employee and
shall, for twenty-four (24) months (or thirty-six (36) months if the conditions
set forth in (ii) above are met) after the Employee’s termination, continue to
pay that portion of the medical and dental premiums that it pays on behalf of
its actively employed executives who receive the same 



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type of coverage; provided, however,
that if the Employee becomes re-employed with another employer and is eligible
to receive such benefits from such employer on terms at least as favorable to
the Employee and his dependants as those being provided by the Company, then
the Company shall no longer be required to provide those particular benefits to
the Employee and his dependants.  At the
end of the applicable twenty-four (24) or thirty-six (36) month period, the
Employee may continue such policies on his own behalf or pursuant to COBRA, if
applicable, and shall be responsible for all premiums thereafter.


(c)           The Employee shall be
entitled to immediate vesting of any unvested Time-Based Shares, the Initial
Shares, the First Target Shares, the Second Target Shares, the Performance
Based Shares and all future grants awarded to the Employee.  All such equity awards (whether stock options
or restricted stock grants) will remain exercisable in accordance with the
applicable stock option plan or grant agreement.


7.             Mitigation.  The Employee
shall not be required to mitigate the amount of any payment or benefits
provided for in Sections 5 or 6 by seeking other employment or otherwise
except with regard to medical and dental coverage if new employment is
obtained.


8.             Survival.  The provisions of Sections 5, 6, 9, 10
and 11 shall survive the termination of this Agreement for any reason.


9.             Non-Competition
and Non-Solicitation.


(a)           During the Employee’s
employment and for a period of one (1) year after the termination or expiration
thereof for any reason, the Employee will not, in the geographical areas that
the Company or any of its subsidiaries does business or has done business at
the time of the Employee’s separation from employment, directly or indirectly:



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(i)            engage in any business
or enterprise (whether as owner, partner, officer, director, employee,
consultant, investor, lender or otherwise, except as the holder of not more
than one percent (1%) of the outstanding stock of a publicly-held company)
relying on competitive technologies similar to the Company’s core technologies
to develop biosimilar or generic pharmaceuticals or that sells directly
competing products or services in the same therapeutic class as proprietary
pharmaceuticals developed, by the Company or any of its subsidiaries while the
Employee was employed by the Company; or


(ii)           either alone or in
association with others: 
(A) solicit, recruit, induce, attempt to solicit, recruit or
induce, or permit any organization directly or indirectly controlled by the
Employee to solicit, recruit, induce, or attempt to solicit, recruit or induce
any employee of the Company to leave the employ of the Company; or (B) solicit,
recruit, induce, attempt to solicit, recruit or induce for employment or as an
independent contractor, or permit any organization directly or indirectly
controlled by the Employee to solicit, recruit, induce, attempt to solicit,
recruit or induce for employment or as an independent contractor, any person
who was employed by the Company at any time during the Employment Period; provided,
however, that subsection 9(a)(ii)(B) shall not apply to any
individual whose employment or engagement with the Company has been terminated
for a period of six (6) months; provided  further, that if an
individual covered by this section initiates contact with the Employee for
purposes of employment with the Employee or with any entity the Employee is
employed by, the mere referral by the Employee of such individual to another
person at such entity shall not breach this section; or


(iii)          either alone or in
association with others, solicit, divert or take away, or attempt to solicit,
divert or take away, or permit any organization directly or 



 18
 






 



indirectly controlled by the Employee to
solicit, divert or take away, or attempt to solicit, divert or take away, the
business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of the Company, which were
contacted, solicited or served by the Company at any time while employed
pursuant to this Agreement.


(b)           If the Employee
violates the provisions of Section 9, the Employee shall continue to be
bound by the restrictions set forth in this Section 9 until a period of
one (1) year has expired without any violation of such provisions.


(c)           If any restriction set
forth in this Section 9 is found by any court of competent jurisdiction to
be unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities
or geographic area as to which it may be enforceable.


(d)           The restrictions
contained in this Section 9 are necessary for the protection of the
business and goodwill of the Company and are considered by the Employee to be
reasonable for such purpose.  The
Employee agrees that any breach of this Section 9 is likely to cause the
Company substantial and irrevocable damage that is difficult to measure.  Therefore, in the event of any such breach or
threatened breach, the Employee agrees that the Company, in addition to such
other remedies that may be available, shall have the right to obtain an
injunction from a court restraining such a breach or threatened breach and the
right to specific performance of the provisions of this Section 9 without
posting a bond and the Employee hereby waives the adequacy of a remedy at law as
a defense to such relief.



 19
 






 



10.           Proprietary
Information and Developments.


10.1         Proprietary
Information.


(a)           The Employee agrees
that all information, whether or not in writing, of a private, secret or
confidential nature concerning the Company’s business, business relationships
or financial affairs (collectively, “Proprietary Information”) is and shall be
the exclusive property of the Company. 
By way of illustration, but not limitation, Proprietary Information may
include discoveries, inventions, products, product improvements, product
enhancements, processes, methods, techniques, formulas, compositions,
compounds, negotiation strategies and positions, projects, developments, plans
(including business and marketing plans), research data, clinical data,
financial data (including sales, costs, profits and pricing methods), personnel
data, computer programs (including software used pursuant to a license
agreement), customer and supplier lists, and contacts at or knowledge of
customers or prospective customers of the Company.  The Employee will not disclose any
Proprietary Information to any person or entity other than employees of the
Company or use the same for any purposes (other than in the performance of his
duties as an employee of the Company), either during or after his employment
with the Company, unless and until such Proprietary Information has become
public knowledge without fault by the Employee.


(b)           The Employee agrees
that all files, documents, letters, memoranda, reports, records, data,
sketches, drawings, methods, laboratory notebooks, program listings, computer
equipment or devices, computer programs or other written, photographic, or
other tangible material containing Proprietary Information, whether created by
the Employee or others, which shall come into his custody or possession, shall
be and are the exclusive property of the Company and are to be used by the
Employee only in the performance of his duties for the 



 20
 






 



Company. 
All such materials or copies thereof and all tangible property of the
Company in the custody or possession of the Employee shall be delivered to the
Company upon the earlier of (i) a request by the Company or
(ii) termination of his employment. 
After such delivery, the Employee shall not retain any such materials or
copies thereof or any such tangible property.


(c)           The Employee agrees
that his obligation not to disclose or to use information and materials of the
types set forth in subsections (a) and (b) above, and his obligation to return
materials and tangible property set forth in subsection (b) above, also extends
to such types of information, materials and tangible property of customers of
the Company or suppliers to the Company or other third parties who may have
disclosed or entrusted the same to the Company or to the Employee.


10.2         Developments.


(a)           The Employee will make
full and prompt disclosure to the Company of all inventions, creations,
improvements, discoveries, trade secrets, secret processes, technology,
know-how, copyrightable materials, methods, developments, software, and works
of authorship or other creative works, whether patentable or not, which are
created, made, conceived or reduced to practice by him or under his direction
or jointly with others during his employment by the Company, whether or not
during normal working hours or on the premises of the Company (all of which are
collectively referred to in this Agreement as “Developments”).


(b)           The Employee agrees to
assign and does hereby assign to the Company (or any person or entity
designated by the Company) all his right, title and interest in and to all
Developments and all related patents, patent applications, copyrights and
copyright applications.  However, this
subsection (b) shall not apply to Developments that do not relate to any
business or research and development conducted or planned to be conducted by
the 



 21
 






 



Company at the time such Development is
created, made, conceived or reduced to practice and that are made and conceived
by the Employee not during normal working hours, not on the Company’s premises
and not using the Company’s tools, devices, equipment or Proprietary
Information.  The Employee understands
that, to the extent this Agreement shall be construed in accordance with the
laws of any state that precludes a requirement in an employee agreement to
assign certain classes of inventions made by an employee, this subsection (b)
shall be interpreted not to apply to any invention that a court rules and/or
the Company agrees falls within such classes. 
The Employee also hereby waives all claims to moral rights in any
Developments.


(c)           The Employee agrees to
cooperate fully with the Company and to take such further actions as may be
necessary or desirable, both during and after his employment with the Company,
with respect to the procurement, maintenance and enforcement of copyrights,
patents and other intellectual property rights (both in the United States and
foreign countries) relating to Developments. 
The Employee shall sign all papers, including, without limitation,
copyright applications, patent applications, declarations, oaths, formal
assignments, assignments of priority rights and powers of attorney, that the
Company may deem necessary or desirable in order to protect its rights and
interests in any Development.  The
Employee further agrees that if the Company is unable, after reasonable effort,
to secure the signature of the Employee on any such papers, the Secretary of
the Company shall be entitled to execute any such papers as the agent and the
attorney-in-fact of the Employee, and the Employee hereby irrevocably
designates and appoints the Secretary of the Company as his agent and
attorney-in-fact to execute any such papers on his behalf and to take any and
all actions as the Company may deem necessary or desirable in order to protect
its rights and interests in any Development under the conditions described in
this sentence.



 22
 






 



10.3         United States
Government Obligations.  The Employee
acknowledges that the Company from time to time may have agreements with other
parties or with the United States Government, or agencies thereof, which impose
obligations or restrictions on the Company regarding inventions made during the
course of work under such agreements or regarding the confidential nature of
such work.  The Employee agrees to be
bound by all such obligations and restrictions that are made known to the
Employee and to take all action necessary to discharge the obligations of the
Company under such agreements.


10.4         Equitable Remedies.  The restrictions contained in Sections 9 and
10 are necessary for the protection of the business and goodwill of the Company
and are considered by the Employee to be reasonable for such purpose.  The Employee agrees that any breach of
Sections 9 or 10 is likely to cause the Company substantial and
irrevocable damage that is difficult to measure.  Therefore, in the event of any such breach or
threatened breach, the Employee agrees that the Company, in addition to such
other remedies that may be available, shall have the right to obtain an
injunction from a court restraining such a breach or threatened breach and the
right to specific performance of the provisions of Sections 9 or 10
without posting a bond and the Employee hereby waives the adequacy of a remedy
at law as a defense to such relief.  The
Employee agrees that any change or changes in his duties, salary or
compensation after the signing of this Agreement shall not affect the validity
or scope of Sections 9 or 10.


10.5         Other Agreements.  The Employee hereby represents that he is not
bound by the terms of any agreement, other than the Confidentiality Agreement
by and between the Employee and Chiron Corporation dated as of August 30, 2001,
with any previous employer or other party to refrain from using or disclosing
any trade secret or confidential or proprietary information in the course of
his employment with the Company, to refrain from competing,



 23
 






 



directly or indirectly, with the business of
such previous employer or any other party or to refrain from soliciting
employees, customers or suppliers of such previous employer or other
party.  The Employee further represents
that his performance of all the terms of this Agreement and the performance of
his duties as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data
acquired by him in confidence or in trust prior to his employment with the
Company and that the Employee will not disclose to the Company or induce the
Company to use any confidential or proprietary information, knowledge or
material belonging to any previous employer or others.


11.           Notices.  Any notices delivered under this Agreement
shall be deemed duly delivered three (3) business days after it is sent by
registered or certified mail, return receipt requested, postage prepaid, or one
(1) business day after it is sent for next-business day delivery signature
required via a reputable nationwide overnight courier service, in each case to
the address of the recipient set forth in the introductory paragraph hereto.  Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party
in the manner set forth in this Section 11.


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


13.           Entire
Agreement.  This Agreement and all
exhibits hereto constitute the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter of this Agreement.


14.           Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Employee.



 24
 






 



15.           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts (without reference to the conflict of laws provisions
thereof).  Any action, suit or other
legal proceeding arising under or relating to any provision of this Agreement
shall be commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within the Commonwealth of Massachusetts),
and the Company and the Employee each consents to the jurisdiction of such a
court.  The Company and the Employee each
hereby irrevocably waive any right to a trial by jury in any action, suit or
other legal proceeding arising under or relating to any provision of this
Agreement.


16.           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any corporation with which or into which the
Company may be merged or which may succeed to its assets or business; provided,
however, that the obligations of the Employee are personal and shall not
be assigned by him.


17.           Acknowledgment.  The Employee states and represents that he
has had an opportunity to fully discuss and review the terms of this Agreement
with an attorney.  The Employee further
states and represents that he has carefully read this Agreement, understands
the contents herein, freely and voluntarily assents to all of the terms and
conditions hereof, and signs his name of his own free act.


18.           Section
409A.  No payments that may be made
pursuant to this Agreement that constitute “nonqualified deferred compensation”
within the meaning of Section 409A of the Internal Revenue Code and the
guidance issued thereunder (“Section 409A) may
be accelerated or deferred by the Company or the Employee.  Notwithstanding anything else to the contrary
in 



 25
 






 



this Agreement, to
the extent that any of the payments to be made hereunder constitute
“nonqualified deferred compensation” within the meaning of Section 409A and the
Employee is a “specified employee,” then upon his termination (as defined under
Section 409A), any such payment shall be delayed until the date that is six
months and one day following the Employee’s termination date if, absent such
delay, such payment would otherwise be subject to penalty under Section 409A.
In any event, the Company makes no representation or warranty and shall have no
liability to the Employee or any other person if any provisions of this
Agreement are determined to constitute deferred compensation subject to Section
409A but do not satisfy the conditions of such section.


19.           Miscellaneous.


19.1         No delay or omission by
the Company in exercising any right under this Agreement shall operate as a
waiver of that or any other right.  A
waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar to or waiver of any
right on any other occasion.


19.2         The captions of the
sections of this Agreement are for convenience of reference only and in no way
define, limit or affect the scope or substance of any section of this
Agreement.


19.3         In case any provision of
this Agreement shall be invalid, illegal or otherwise unenforceable, the
validity, legality and enforceability of the remaining provisions shall in no
way be affected or impaired thereby.



 26
 






 



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


	
  

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P.
  Shea

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Craig A. Wheeler

  	
   

  
	
   

  	
  Craig Wheeler

  
					



 



 27














 


Exhibit A


Momenta
Pharmaceuticals, Inc.


Incentive Stock Option Agreement

Granted Under 2004 Stock Incentive Plan, as amended


1.               Grant
of Option.


This agreement
evidences the grant by Momenta Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), on August 22, 2006 (the “Grant
Date”) to Craig Wheeler, the Company’s President as of such date and Chief
Executive Officer as of September 12, 2006 (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, as amended (the “Plan”), a total of 19,777 shares
(the “Shares”) of common stock, $0.0001 par value per
share, of the Company (“Common Stock”) at $16.18 per
Share.  Unless earlier terminated, this
option shall expire at 5:00 p.m., Eastern time, on August 21, 2016 (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.


Subject to such
acceleration provisions set forth in that certain Employment Agreement, dated
August 22, 2006, between the Company and the Participant (the “Employment
Agreement”), this option will become exercisable (“vest”) as to (i) 25% of the
original number of Shares on August 22, 2007 and (ii) as to an additional 6.25%
of the original number of Shares at the end of each successive three-month period
following August 22, 2007 until the fourth 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, director 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. 
Subject to the provisions set forth in the Employment Agreement, if the
Participant ceases to be an Eligible Participant as a result of:


(1)           voluntary
resignation of his employment from the Company other than for “Good Reason” (as
defined in the Employment Agreement), 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; or


(2)           termination by
Participant of his employment with the Company for “Good Reason” (as defined in
the Employment Agreement) or termination of Participant’s employment by the
Company without “cause” (as defined in the Employment Agreement), then, except
as provided in paragraphs (d) and (e) below, the right to exercise this
option shall terminate one year 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. 
Subject to the provisions set forth in the Employment Agreement, 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 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 Employment Agreement), the right to exercise this option shall
terminate immediately upon the effective date of such discharge.









 



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: August
  22, 2006

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
  Vice President, Chief Financial Officer

  



 









 



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, as amended.


	
  

  	
  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, as amended, 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.


	
  Very truly yours,

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  



 









 



Exhibit B


Momenta
Pharmaceuticals, Inc.


Nonstatutory Stock Option Agreement

Granted Under 2004 Stock Incentive Plan, as amended


1.             Grant
of Option.


This agreement
evidences the grant by Momenta Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), on August 22, 2006 (the “Grant
Date”) to Craig Wheeler, the Company’s President
as of such date and Chief Executive Officer as of September 12, 2006 (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, as amended (the “Plan”), a total of
355,223 shares (the “Shares”) of common stock, $0.0001 par
value per share, of the Company (“Common Stock”) at $16.18 per Share.  Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on August 21, 2016 (the
“Final Exercise Date”).


It is intended
that the option evidenced by this agreement shall not 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.


Subject to the
acceleration provisions set forth in that certain Employment Agreement, dated
August 22, 2006, between the Company and the Participant (the “Employment
Agreement”), this option will become exercisable (“vest”) as to (i) 25% of the
original number of Shares on August 22, 2007 and (ii) as to an additional 6.25%
of the original number of Shares at the end of each successive three-month period
following August 22, 2007 until the fourth 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, 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 









 



exercises this
option, is, and has been at all times since the Grant Date, an employee,
officer or director of, or consultant or advisor to, the Company or any other
entity the employees, officers, directors, consultants, or advisors of which
are eligible to receive option grants under the Plan (an “Eligible Participant”).


(c)           Termination
of Relationship with the Company. 
Subject to the provisions set forth in the Employment Agreement, if the
Participant ceases to be an Eligible Participant as a result of:


(1)           voluntary
resignation of his employment from the Company other than for “Good Reason” (as
defined in the Employment Agreement), 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; or


(2)           termination by
Participant of his employment with the Company for “Good Reason” (as defined in
the Employment Agreement) or termination of Participant’s employment by the
Company without “cause” (as defined in the Employment Agreement), then, except
as provided in paragraphs (d) and (e) below, the right to exercise this
option shall terminate one year 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. 
Subject to the provisions set forth in the Employment Agreement, 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 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 in the Employment Agreement ), the right to exercise this option shall
terminate immediately upon the effective date of such discharge.


4.             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.


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: August
  22, 2006

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
  Vice President, Chief Financial Officer

  



 









 



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, as
amended.


	
  

  	
  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 Nonstatutory Stock Option granted to me under the Momenta Pharmaceuticals,
Inc. (the “Company”) 2004 Stock Incentive Plan, as amended, 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:


5.             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.


6.             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.









 



7.             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.


8.             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.


	
  Very truly yours,

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  



 









 



Exhibit C


MOMENTA
PHARMACEUTICALS, INC.


Restricted Stock
Agreement

Granted Under 2004 Stock Incentive Plan, as amended


AGREEMENT made on August
22, 2006 between Momenta Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and Craig Wheeler (the “Participant”).


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


1.             Issuance of Shares.


The Company hereby issues
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”),
100,000 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)           Subject to the
acceleration provisions set forth in that certain Employment Agreement, dated
August 22, 2006, between the Company and the Participant (the “Employment
Agreement”), in the event that the Participant ceases to be employed by the
Company prior to August 21, 2010, for any reason or no reason, with or without
cause, all of the Unvested Shares (as defined below) will be immediately and
automatically forfeited and returned to the Company for no consideration
effective as of the date of termination of employment.  The Participant will have no further rights
with respect to any Shares that are so forfeited.  “Unvested Shares” means the total
number of Shares multiplied by the Applicable Percentage.  The “Applicable Percentage” shall be
(i) 100% during the 48-month period ending on August 21, 2010, and
(ii) zero after August 21, 2010.


(b)           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, subject to the
terms and provisions of the Employment Agreement.


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 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
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 and 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.  Subject to the
acceleration provisions set forth in the Employment Agreement, the Participant
acknowledges and agrees that the vesting of the Shares pursuant to Section 2
hereof is earned only by continuing service as an employee 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.


(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, the Employment 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: (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.









 



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


	
  

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
  Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Craig Wheeler

  



 









 



Exhibit D


Momenta
Pharmaceuticals, Inc.


Restricted Stock
Agreement

Granted Under 2004 Stock Incentive Plan, as amended


AGREEMENT made on January
[          ], 2007 between
Momenta Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and Craig Wheeler (the “Participant”).


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


1.             Issuance of Shares.


The Company hereby issues
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”),
175,000 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)           Subject to the
acceleration provisions set forth in that certain Employment Agreement, dated
August 22, 2006, between the Company and the Participant (the “Employment
Agreement”), the Shares shall vest and become free from the forfeiture
provisions in Section 2(d) hereof and become free from the transfer
restrictions in Section 3 hereof on the date that the Company’s Board of
Directors certifies that the Company (or any of the Company’s partners or
collaborators) has commercially launched M-Enoxaparin in the United States,
provided that (A) such commercial launch shall have occurred prior to January
[      ], 2011 and (B) the Participant is
employed by the Company on the date of such certification by the Company’s
Board of Directors.


(b)           Subject to the vesting
provisions set forth in Section 2(a) hereof and the acceleration provisions set
forth in the Employment Agreement, the Shares shall vest and become free from
the forfeiture provisions in Section 2(d) hereof and become free from the
transfer restrictions in Section 3 hereof on January
[     ], 2011, provided that (A) the Participant is
employed by the Company on January [     ], 2011 and
(B) the Company’s Board of Directors certifies that any one of the three events
set forth in Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred
prior to January [      ], 2011:


(i)                               the Company has
consummated a public offering of shares of its Common Stock pursuant to a
registration statement filed with the 









 



Securities and Exchange Commissions with gross proceeds to the Company
totaling at least $40.0 million;


(ii)                            the Company has executed a
collaboration agreement with an unaffiliated third party partner (and has
fulfilled the conditions to closing set forth in such agreement or related
agreement(s), including, HSR and other approvals), the terms of which shall
include an irrevocable commitment from such third party to provide cash
payments of at least $40.0 million to the Company within four years of the date
of execution of such collaboration agreement, provided that such unaffiliated
third party partner shall not include any party (x) with which the Company has
an executed agreement or (y) with which the Company has actively negotiated a
collaboration, in each case prior to the date of the Employment Agreement; or


(iii)                         the closing price of the
Company’s Common Stock on the Nasdaq Global Market has equaled or exceeded
$25.00 over a period of 20 consecutive trading days (such price to be adjusted
in the event of a stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off
or other similar change in capitalization or event).


Notwithstanding
the provisions of Section 2(a) and Section 2(b) above and subject to the
acceleration provisions set forth in the Employment Agreement, if at any time
during the four year-period ending on January
[      ], 2011 the Company’s Board of Directors
elects to abandon the M-Enoxaparin program and no longer pursue the
commercialization of M-Enoxaparin either for strategic reasons or as a result
of adverse events in the regulatory process, the Shares shall vest and become
free from the forfeiture provisions in Section 2(d) hereof and become free from
the transfer restrictions in Section 3 hereof on the date that the Company’s
Board of Directors certifies that any one of the three events set forth in
Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred, provided
that the Participant is employed by the Company on the date of the
certification by the Company’s Board of Directors of the applicable vesting
event.


(c)           Subject to the
acceleration provisions set forth in the Employment Agreement, in the event the
Shares do not vest in accordance with the conditions set forth in Section 2(a)
or Section 2(b) before January [      ], 2011,
the Shares shall vest and become free from the forfeiture provisions in Section
2(d) hereof and become free from the transfer restrictions in Section 3 hereof if
(A) the Participant is employed by the Company and (B) the Company’s Board of
Directors certifies that (x) the Company (or any of the Company’s partners or
collaborators) has commercially launched M-Enoxaparin in the United States or
(y) any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or
2(b)(iii) hereof shall have occurred, in each case on or after January
[     ], 2011 but prior to January
[      ], 2013.


(d)           In the event that (i)
the Participant ceases to be employed by the Company prior to the date that the
Shares vest under Section 2(a), Section 2(b) or Section 2(c) hereof, for any
reason or no reason, with or without cause, or (ii) the Shares do not vest in
accordance with 









 



Section 2(a), Section 2(b) or
Section 2(c) hereof, then such Shares shall be forfeited immediately and
automatically to the Company for no consideration effective as of either the
date of termination of employment or January
[       ], 2013, whichever is earlier and
the Participant shall have no further rights with respect to such Shares.


(e)           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, subject to the
terms and provisions of the Employment Agreement.


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 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 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 and 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.  Subject to the
acceleration provisions set forth in the Employment Agreement, 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 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.


(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, the Employment 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: (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.









 



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


	
  

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard P. Shea

  
	
   

  	
   

  	
  Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Craig Wheeler

  



 









 



Exhibit E


1.     Disposition
of primary residence – Company will reimburse Employee for the following: 


·                  Reasonable
and customary statutory costs imposed on Employee as the seller by federal,
state or local laws;


·                  Real
estate brokerage fees; and


·                  Attorney
fees, mortgage fees, title search costs and title insurance.


2.     Purchase
of a new home – Company will reimburse Employee for the following: 


·                  Title
insurance or guarantee;


·                  Tax
and title search;


·                  Attorney
fees;


·                  Settlement
fees;


·                  Mortgage
origination fees charged by a bank or other commercial lender (up to two
(2) percent of the amount of the loan); and


·                  Fees
for surveys, pest inspections, radon tests, mold inspection, etc.


3.     Movement
of personal effects and household goods – Company will pay the reasonable costs
of transporting household goods and personal effects under the following
conditions:


·                  Transportation
of goods will be provided from the former residence to the new residence;


·                  Storage
of household goods during your relocation period;


·                  Moving
services will include packing and unpacking of all goods;


·                  Household
goods will be insured for full value while in transit.


4.             Reasonable travel
expenses for the Employee’s family to travel from California to Cambridge,
Massachusetts to locate a home and schools.


All taxable
payments or reimbursements that do not have a corresponding deduction will be
tax effected, i.e., the Company
will pay an allowance to offset the Employee’s estimated income and employment
tax liability, including the tax liability on the allowance itself.