Exhibit 10.2


 


[Momenta
Pharmaceuticals, Inc. Letterhead]


 


 


September 7,
2005


 


 


Peter Barton Hutt, Esq.


c/o Covington &
Burling


1201 Pennsylvania Avenue, NW


Washington, DC  20004


 


Re:  Consulting Agreement – 3rd
Renewal


 


Dear Mr. Hutt:


 


Reference is made to the
Consulting Agreement effective dated September 18, 2002 between Momenta
Pharmaceuticals, Inc. (formerly Mimeon, Inc.) (“Company”) and you (“Consultant”),
as exended and amended by the renewal agreements dated September 29, 2003
and October 4, 2004 (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 on September 18, 2005 and terminating on September 17,
2006 (the “3rd Renewal Period”). 
Except as otherwise agreed to in this Letter Agreement, the same terms and
conditions as are set forth in the Agreement shall apply to the rendering of
Consulting Services during the 3rd Renewal Period.


 


2.  As compensation for the Consulting Services
during the 3rd Renewal Period, Consultant will be granted an
additional non-statutory stock option to purchase 4,000 shares of the Common
Stock of the Company, at an exercise price equal to the fair market value of a
share of Common Stock on the date of grant by the Company, exercisable within
three (3) years of the date of grant, with such option to vest in 12 equal
monthly installments with the first installment vesting one month from the date
of grant.


 


3.  Paragraph 1 of Schedule A of the
Agreement is hereby deleted in its entirety and hereby replaced with the
following:


 


“1.                                 Description of Consulting Services.


 





















 


The Consultant shall provide such consulting
services at the Company reasonably requests in connection with regulatory
strategies for drug development and the operation of the Company’s business.”


 


4.  All other terms and conditions of the
Agreement 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/ Richard P. Shea

  	
   

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  September 22, 2005

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Agreed and accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Peter Barton Hutt

  	
   

  
	
   

  	
   

  	
  Peter Barton
  Hutt, Esq.

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  September 22, 2005