Exhibit 10.1


 


[Momenta Pharmaceuticals, Inc.
Letterhead]


 


October 26,
2005


 


Ram
Sasisekharan, Ph.D.

Massachusetts Institute of Technology

Center for Biomedical Engineering

16-561, 77 Massachusetts Avenue

Cambridge, MA 02139


 


Re:  Consulting Agreement – Renewal


 


Dear Mr. Sasisekharan:


 


Reference
is made to the Consulting Agreement effective dated August 16, 2001
between Momenta Pharmaceuticals, Inc. (formerly Mimeon, Inc.) (“Company”)
and you (“Consultant”), as extended and amended by letter agreements dated August 1,
2003, July 12, 2004, and March 15, 2005 (collectively, the “Agreement”).  Capitalized terms used herein and not
otherwise defined shall have the meanings given such terms in the
Agreement.  The parties hereby amend the
Agreement as follows:


 


1.  Pursuant to Section 4 of the Agreement,
Company and Consultant hereby agree to extend the Term of the Agreement for one
additional year, commencing effective as of August 16, 2005 and
terminating on August 15, 2006 (the “3rd Renewal Period”).


 


2.  Section 3.1 of the Agreement is hereby
amended by deleting the definition of “Field of Interest” and replacing it with
the following:  “The term ‘Field of
Interest’ shall mean the field of sequencing, chemical, enzymatic or biological
synthesis, production or modification of linear and branched sugars and
glycoconjugates.  Field of Interest shall
also include complex mixture-related activities in which Momenta is engaged
during the term of the Consulting Agreement.”


 


3.  Section 8 of the Agreement is hereby
amended by deleting the second sentence and replacing it with the
following:  “In addition, during the 3rd
Renewal Period and for a period of one (1) year thereafter, Consultant
shall not, without the prior written consent of the Chief Executive Officer of
Momenta, which shall not be unreasonably withheld, perform consulting services
in the Field of Interest for or on behalf of any business enterprise.”


 


4.  Consultant hereby represents that Consultant
has not been debarred, and to the best of Consultant’s knowledge, is not under
consideration to be debarred, by the Food and Drug Administration from working
in or providing services to any pharmaceutical or biotechnology company under
the Generic Enforcement Act of 1992.


 


5.  Except as otherwise agreed to in this Letter
Agreement, the same terms and conditions as are set forth in the Agreement,
including without limitation those governing compensation, shall remain in full
force and effect during the 3rd Renewal Period.


 





















 


If the
foregoing is in conformity with your understanding, please sign both copies of
this letter agreement and return to us for counter-signature, attention Lisa
Carron Shmerling, Deputy General Counsel. 
This letter agreement shall be deemed to be binding and effective, upon
the terms specified herein, as of the date of the final signature below.


 


Very truly
yours,


 


MOMENTA
PHARMACEUTICALS, INC.


 


 


	
  By:

  	
  /s/ Alan
  L. Crane

  	
   

  
	
   

  	
  Alan L.
  Crane

  
	
   

  	
  Chairman
  and Chief Executive Officer

  



 


 


Date: November 8,
2005


 


 


	
   

  	
  Agreed
  and accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ram
  Sasisekharan

  	
   

  
	
   

  	
   

  	
  Ram
  Sasisekharan

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: November 7,
  2005

  



 


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