Exhibit 10.1


 


Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote such omissions.


 


 


	
  VER.
  EQ.5/8/00

  	
   

  	
  RESTATEMENT - EXECUTION COPY 

  TLO: KS/LN

  



 


MASSACHUSETTS INSTITUTE OF TECHNOLOGY


 


AND


 


MOMENTA PHARMACEUTICALS, INC.


 


AMENDED AND RESTATED

EXCLUSIVE PATENT LICENSE AGREEMENT


M.I.T.’s offer of this agreement is open until November 15, 2002


 

















 


TABLE OF CONTENTS


 


	
  R E C I T A L S

  	
  2

  
	
  1.

  	
  Definitions

  	
  3

  
	
  2.

  	
  Grant
  of Rights

  	
  7

  
	
  3.

  	
  COMPANY
  Diligence Obligations

  	
  8

  
	
  4.

  	
  Royalties
  and Payment Terms

  	
  9

  
	
  5.

  	
  Reports
  and Records

  	
  12

  
	
  6.

  	
  Patent
  Prosecution

  	
  13

  
	
  7.

  	
  Infringement

  	
  14

  
	
  8.

  	
  Indemnification
  and Insurance

  	
  15

  
	
  9.

  	
  Representations
  or Warranties

  	
  16

  
	
  10.

  	
    Assignment

  	
  17

  
	
  11.

  	
    General
  Compliance with Laws

  	
  17

  
	
  12.

  	
    Termination

  	
  17

  
	
  13.

  	
    Dispute
  Resolution

  	
  18

  
	
  14.

  	
    Miscellaneous

  	
  19

  
	
  APPENDIX
  A

  	
  21

  
	
  APPENDIX
  B

  	
  22

  
	
  APPENDIX
  C

  	
  24

  
	
  APPENDIX
  D

  	
  26

  
	
  APPENDIX
  E

  	
  28

  
	
  APPENDIX
  F

  	
  29

  
	
  APPENDIX
  G

  	
  30

  



 


ii

















 


VER. EQ.5/8/00


 


MASSACHUSETTS INSTITUTE OF TECHNOLOGY

AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT


 


This
Agreement, effective as of the date set forth above the signatures of the
parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of
Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at
77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Momenta Pharmaceuticals,
Inc., formerly Mimeon, Inc. (“COMPANY”), a Delaware corporation, with a
principal place of business at 43 Moulton Street, Cambridge, MA 02138.


 


R E C I T A L S


 


WHEREAS,
M.I.T. and COMPANY are parties to that Exclusive Patent License Agreement,
dated as of December 31, 2001 (the “ORIGINAL EFFECTIVE DATE”), with respect to
certain of the PATENT RIGHTS (the “ORIGINAL AGREEMENT”); and


 


WHEREAS,
the parties wish to amend and restate the ORIGINAL AGREEMENT, in accordance
with Section 14.4 thereof, to reflect the terms and conditions herein, the
ORIGINAL AGREEMENT is hereby amended and restated in its entirety to read as
follows.


 


WHEREAS,
M.I.T. is the owner or a joint owner of certain PATENT RIGHTS (as later defined
herein) relating to:


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO. [**];


 


M.I.T. CASE NO[**];


 


and has the right to grant
licenses under its interest in said PATENT RIGHTS, subject only to a
royalty-free, nonexclusive non-transferable license to practice the PATENT
RIGHTS granted to the United States Government for government purposes;


 


WHEREAS,
M.I.T. is the sole owner of the PATENT RIGHTS for M.I.T. Case Nos. [**].


 


2

















 


WHEREAS,
M.I.T. and the [**] jointly own the PATENT RIGHTS for M.I.T. Case [**] and have
signed a joint invention agreement that appoints the M.I.T. Technology
Licensing Office as the sole and exclusive agent for licensing such PATENT
RIGHTS;


 


WHEREAS,
M.I.T. and the [**] jointly own the PATENT RIGHTS for M.I.T. Case No. [**] and
M.I.T. has contacted [**] for its authorization to act as its agent for the
purposes of licensing [**] rights in the intellectual property of M.I.T. Case
No. [**] in return for a share in royalties;


 


WHEREAS,
[**] and [**], who are inventors of certain of the PATENT RIGHTS and are
current employees of M.I.T., and [**], who is an inventor of certain of the
PATENT RIGHTS and was a former employee of M.I.T., have acquired equity in
COMPANY not resulting from this Agreement, the Conflict of Interest Avoidance
Statements of the Drs. [**] are attached as EXHIBITS A-1, A-2 AND A-3,
respectively, hereto;


 


WHEREAS,
[**], who are inventors of certain of the PATENT RIGHTS, have acquired equity
in COMPANY not resulting from this Agreement, the Waivers of Participation in
M.I.T.’s institutional equity share are attached as EXHIBITS B-1, B-2 AND B-3,
respectively, hereto;


 


WHEREAS,
M.I.T.’s Vice President for Research approved that [**], who are inventors of
certain of the PATENT RIGHTS and are current employees of M.I.T., and [**] who
is an inventor of certain of the PATENT RIGHTS and was a former employee of
M.I.T., hold equity in COMPANY and that M.I.T. accept and hold equity as
partial consideration for the rights and licenses granted under this Agreement;


 


WHEREAS,
M.I.T. desires to have the PATENT RIGHTS developed and commercialized to
benefit the public and is willing to grant a license thereunder;


 


WHEREAS,
COMPANY has represented to M.I.T., to induce M.I.T. to enter into this
Agreement, that COMPANY shall commit itself to a thorough, vigorous and
diligent program of exploiting the PATENT RIGHTS so that public utilization
shall result therefrom; and


 


WHEREAS,
COMPANY desires to obtain a license under the PATENT RIGHTS upon the terms and
conditions hereinafter set forth.


 


NOW,
THEREFORE, M.I.T. and COMPANY hereby agree as follows:


 


1. DEFINITIONS.


 


1.1           “AFFILIATE” shall mean any legal entity (such as a corporation,
partnership, or limited liability company) that is controlled by COMPANY. For
the purposes of this definition, the term “control” means (i) beneficial
ownership of at least fifty percent (50%) of the voting securities of a
corporation or other business organization with voting securities or (ii) a
fifty percent (50%) or greater interest in the net assets or profits of a
partnership or other business organization without voting securities.


 


1.2           “CORPORATE PARTNER” shall mean:


 


a)             any entity which agrees to compensate (either in
cash or non-cash) COMPANY for any one or more of the rights to market,
distribute, sell, use, and/or transfer LICENSED PRODUCTS and/or LICENSED
PROCESSES; or


 


b)            any entity which agrees to compensate (either in
cash or non-cash) COMPANY for the right to incorporate LICENSED PRODUCTS in its
own drug delivery system(s) and for any one or more of the rights to market,
distribute, sell, use, and/or transfer the resulting combination; or


 


c)             any entity which agrees to compensate (either in
cash or non-cash) COMPANY for the right to attach its own biologically active
agent(s) to LICENSED PRODUCTS and for any one or more of the rights to market,
distribute, sell, use, and/or transfer the resulting combination.


 


Any
CORPORATE PARTNER, as defined in this Section, that also receives a sublicense
of the PATENT RIGHTS shall also be considered a SUBLICENSEE.


 


3

















 


1.3           “CORPORATE PARTNER INCOME” shall mean any payments that COMPANY or an
AFFILIATE receives from a CORPORATE PARTNER in consideration for the rights
described in Section 1.2, including without limitation license fees, MILESTONE
PAYMENTS, license maintenance fees, and other payments, but specifically excluding
royalties on NET SALES. Payments received by COMPANY for the purchase or sale
of equity in COMPANY at a price up to and including the FAIR MARKET VALUE are
excluded from this definition. The amount of such payment which exceeds the
FAIR MARKET VALUE is included in this definition. Bona fide RESEARCH SUPPORT
PAYMENTS are excluded from this definition. Bona fide payments to COMPANY or
AFFILIATES from a CORPORATE PARTNER for rights other than those described in
Section 1.2 are excluded from this definition.


 


1.4           “DISCOVERED PRODUCT” shall mean any product identified by the use of
LICENSED PRODUCTS or LICENSED PROCESSES when the product itself or the
manufacture of such product does not infringe PATENT RIGHTS.


 


1.5           “DISCOVERED PRODUCT NET SALES” shall mean gross amounts billed by COMPANY
and its AFFILIATES and SUBLICENSEES for DISCOVERED PRODUCTS, calculated in
accordance with Section 1.19, except that (a) the term “DISCOVERED PRODUCTS”
shall be substituted for any references to “LICENSED PRODUCTS” and/or “LICENSED
PROCESSES” and the reference to the exclusion of sales of DISCOVERED PRODUCTS
shall not apply.


 


1.6           “FAIR MARKET VALUE” of a share of Common Stock or other security of the
COMPANY (a “SECURITY”) shall be the highest price per share that the COMPANY
could reasonably be expected to obtain from a willing buyer (not a current
employee or director) for shares of such SECURITY sold by the COMPANY, from
authorized but unissued shares, as determined in good faith by the Board of
Directors of the COMPANY, unless the COMPANY shall become subject to a merger,
acquisition or other consolidation pursuant to which the COMPANY is not the
surviving party, in which case the current fair market value of a share of such
SECURITY shall be deemed to be the value received by the holders of the such
SECURITY for each share of such SECURITY pursuant to the COMPANY’s acquisition.


 


1.7           “FIELD ALL BUT MACHINES” shall mean all fields of use except for the FIELD
SEQUENCING MACHINES.


 


1.8           “FIELD HEPARINASE” shall mean all fields of use except for human use of
heparinases as therapeutics in pharmaceutical compositions and except for FIELD
SEQUENCING MACHINES.


 


1.9           “FIELD MANUFACTURING” shall mean the use of heparinases in the commercial
manufacture, quality assurance, and/or quality control of commercial products.


 


1.10         “FIELD SEQUENCING MACHINES” shall mean the commercial sale or leasing of
sequencing machines, including the performance of sequencing services, but only
to the extent such sequencing services are (a) required for the seller or
lessor of such a sequencing machine to develop or manufacture such sequencing
machine; or (b) performed by the purchaser of such a sequencing machine using
the sequencing machine. The development, performance and provision of
sequencing services apart from the development, manufacture or use of a
commercially sold sequencing machine are not included within this field.


 


1.11         “FIELD THERAPEUTICS” shall mean for


 


(a)           internal use in the discovery and development of
therapeutic compounds; and


 


(b)           the clinical testing, manufacture and sale of
therapeutic compounds. This field shall not include the sale of research
reagents or of synthesis machines.


 


1.12         “IMPROVEMENT” shall mean any patentable invention, or group of patentable
inventions so linked as to form a single general inventive concept (as general
inventive concept is described in Rule 13 of the Regulations under the Patent
Cooperation Treaty), disclosed to the M.I.T. Technology Licensing Office, made
under M.I.T. research programs in which either [**] is the principal
investigator, within three (3) years of the ORIGINAL EFFECTIVE DATE of this
Agreement, and which are dominated by the claims of the PATENT RIGHTS for which
exclusive rights are granted in Section 2.2, and which shall be practiced by
COMPANY only in the fields for which exclusive rights are granted in Section
2.2.


 


1.13         “IND” shall mean an investigational new drug application (Form FDA 1571),
or any successor form or foreign equivalent.


 


4

















 


1.14         “KNOW-HOW” shall mean M.I.T.-owned technical information, research results
and data that is not protected by patent or by copyright nor intended to be
protected by patent or copyright and is useful for the effective exercise or
use of the PATENT RIGHTS or effective commercialization of LICENSED PRODUCTS or
LICENSED PROCESSES.


 


1.15         “LICENSED PROCESS” shall mean any process that, absent the license granted
hereunder, would infringe one or more claims of the PATENT RIGHTS or which uses
a LICENSED PRODUCT.


 


1.16         “LICENSED PRODUCT” shall mean any product or part thereof that:


 


(a)           absent the license granted hereunder, would
infringe one or more claims of the PATENT RIGHTS; or


 


(b)           is manufactured by using a LICENSED PROCESS or
that, when used, practices a LICENSED PROCESS.


 


1.17         “MILESTONE PAYMENTS” shall mean a payment to COMPANY or AFFILIATE from a
CORPORATE PARTNER or SUBLICENSEE due upon achievement of an agreed upon
technical, business, or regulatory milestone pertaining to the research,
development or commercialization of LICENSED PRODUCTS or LICENSED PROCESSES.
Illustrative examples of such milestones include, but are not limited to: using
LICENSED PRODUCTS to deliver a certain drug in a living animal, delivery of a
sample LICENSED PRODUCT customized to the requirements of the CORPORATE PARTNER
or SUBLICENSEE, and obtaining regulatory approval for a LICENSED PRODUCT.
Payments received by COMPANY for the purchase or sale of equity in COMPANY at a
price up to and including the FAIR MARKET VALUE are excluded from this
definition. The amount of such payment which exceeds the FAIR MARKET VALUE is
included in this definition. Bona fide RESEARCH SUPPORT PAYMENTS are excluded
from this definition. Bona fide payments to COMPANY or AFFILIATES from a CORPORATE
PARTNER or SUBLICENSEE for rights other than those licensed hereunder are
excluded from this definition.


 


1.18         “NDA” shall mean a new drug application (Form FDA 356h), or any successor
form or foreign equivalent.


 


1.19         “NET SALES” shall mean the gross amount billed by COMPANY and its
AFFILIATES and SUBLICENSEES for LICENSED PRODUCTS and LICENSED PROCESSES, less
the following:


 


(i)            customary trade, quantity, or cash discounts to
the extent actually allowed and taken;


 


(ii)           amounts repaid or credited by reason of rejection
or return;


 


(iii)          to the extent separately stated on purchase
orders, invoices, or other documents of sale, any taxes or other governmental
charges levied on the production, sale, transportation, delivery, or use of a
LICENSED PRODUCT or LICENSED PROCESS which is paid by or on behalf of COMPANY;
and


 


(iv)          outbound transportation costs prepaid or allowed
and costs of insurance in transit.


 


No
deductions shall be made for commissions paid to individuals whether they be
with independent sales agencies or regularly employed by COMPANY and on its
payroll, or for cost of collections. NET SALES shall occur on the earlier of
receipt of payment or ninety (90) days after the date of billing for a LICENSED
PRODUCT or LICENSED PROCESS. If a LICENSED PRODUCT or a LICENSED PROCESS is
distributed at a discounted price that is substantially lower than the
customary price charged by COMPANY, or distributed for non-cash consideration
(whether or not at a discount), NET SALES shall be calculated based on the non-discounted
amount of the LICENSED PRODUCT or LICENSED PROCESS charged to an independent
third party during the same REPORTING PERIOD or, in the absence of such sales,
on the fair market value of the LICENSED PRODUCT or LICENSED PROCESS. In the
event that a LICENSED PROCESS is provided or a LICENSED PRODUCT is sold in
combination with one or more processes or products which are not LICENSED
PROCESSES or LICENSED PRODUCTS, NET SALES shall mean the amount billed by
COMPANY or its AFFILIATES and SUBLICENSEES on sales of the combination process
or product less the deductions set forth above and multiplied by a proration
factor that is determined by the parties in good faith based on the relative
market prices of each component of the combination process. Sales or other
transfers between or among COMPANY and any of its AFFILIATES for the purpose of
subsequent resale to third parties shall not be included in the calculation of
NET SALES. In the event of a 


 


5

















 


sale or transfer between the COMPANY and one of its
SUBLICENSEES for the purpose of subsequent resale to third parties, the
subsequent resales to third parties shall not be included in the calculation of
NET SALES.


 


NET
SALES shall not include DISCOVERED PRODUCT NET SALES.


 


1.20         “PATENT RIGHTS” shall mean:


 


(a)           the United States and international patents listed
on APPENDICES A THROUGH E;


 


(b)           the United States and international patent
applications and/or provisional applications listed on Appendices A through E; and
the resulting patents;


 


(c)           any patent applications resulting from the
provisional applications listed on APPENDICES A THROUGH E;, and any
divisionals, continuations, continuation-in-part applications, and continued
prosecution applications (and their relevant international equivalents) of the
patent applications listed on APPENDICES A THROUGH E; and of such patent
applications that result from the provisional applications listed on Appendices
A through E, to the extent the claims are directed to subject matter
specifically described in the patent applications listed on APPENDICES A
THROUGH E, and the resulting patents;


 


(d)           any patents resulting from reissues,
reexaminations, or extensions (and their relevant international equivalents) of
the patents described in (a), (b), and (c) above; and


 


(e)           international (non-United States) patent
applications and provisional applications filed after the ORIGINAL EFFECTIVE
DATE and the relevant international equivalents to divisionals, continuations,
continuation-in-part applications and continued prosecution applications of the
patent applications to the extent the claims are directed to subject matter
specifically described in the patents or patent applications referred to in
(a), (b), (c), and (d) above, and the resulting patents.


 


1.21         “PATENT RIGHTS CASE [**]” shall mean the PATENT RIGHTS listed on APPENDIX
A.


 


1.22         “PATENT RIGHTS CASE [**] BACKGROUND” shall mean the PATENT RIGHTS listed
on APPENDIX B.


 


1.23         “PATENT RIGHTS HEPARIN” shall mean the PATENT RIGHTS listed on APPENDIX C.


 


1.24         “PATENT RIGHTS HEPARINASE” shall mean the PATENT RIGHTS listed in APPENDIX
D.


 


1.25         “PATENT RIGHTS MASSPEC” shall mean the PATENT RIGHTS listed on APPENDIX E.


 


1.26         “REPORTING PERIOD” shall begin on the first day of each calendar quarter
and end on the last day of such calendar quarter.


 


1.27         RESEARCH SUPPORT PAYMENTS” shall mean payments to COMPANY or AFFILIATE
from a CORPORATE PARTNER or SUBLICENSEE that are expressly intended only to
fund or pay for equipment, supplies, employees, full time consultants,
research, products, services or expenses incurred or to be incurred on behalf
of that CORPORATE PARTNER or SUBLICENSEE.


 


1.28         “SUBLICENSE INCOME” shall mean any payments that COMPANY or an AFFILIATE
receives from a SUBLICENSEE in consideration of a sublicense of the rights
granted COMPANY and AFFILIATES under Section 2.1, including without limitation
license fees, license maintenance fees, and other payments, but specifically
excluding MILESTONE PAYMENTS and royalties on NET SALES. Payments received by
COMPANY for the purchase or sale of equity in COMPANY at a price up to and
including the FAIR MARKET VALUE are excluded from this definition. The amount
of such payment which exceeds the FAIR MARKET VALUE is included in this definition.
Bona fide RESEARCH SUPPORT PAYMENTS are excluded from this definition. Bona
fide payments to COMPANY or AFFILIATES from a SUBLICENSEE for rights other than
those granted under Section 2.1 are excluded from this definition.


 


1.29         “SUBLICENSEE” shall mean any non-AFFILIATE sublicensee of the rights
granted COMPANY under Section 2.1.


 


6

















 


1.30         “TERM” shall mean the term of this Agreement, which shall commence on the
EFFECTIVE DATE and shall remain in effect until the expiration or abandonment
of all issued patents and filed patent applications within the PATENT RIGHTS,
unless earlier terminated in accordance with the provisions of this Agreement.


 


1.31         “UNGRANTED OPTIONS” shall mean the number of securities reserved for
issuance pursuant to any COMPANY stock or stock option plan in effect on the
date of calculation that is in excess of 15% of the Company’s issued and
outstanding shares of Common Stock on the date of calculation.


 


2. GRANT OF RIGHTS.


 


2.1           LICENSE GRANTS. Subject to the terms of this Agreement, M.I.T. hereby
grants to COMPANY and its AFFILIATES for the TERM a worldwide, royalty-bearing
license to develop, make, have made, use, sell, offer to sell, lease, and
import LICENSED PRODUCTS and to develop and perform LICENSED PROCESSES (which
the parties acknowledge may result in the identification of DISCOVERED
PRODUCTS) under M.I.T.’s rights in:


 


(a)           PATENT RIGHTS HEPARIN and PATENT RIGHTS MASSPEC
for FIELD ALL BUT MACHINES;


 


(b)           PATENT RIGHTS CASE [**] for FIELD THERAPEUTICS;


 


(c)           PATENT RIGHTS CASE [**] BACKGROUND to enable (and
only to enable) the practice of PATENT RIGHTS CASE [**]; and


 


(d)           PATENT RIGHTS HEPARINASE for FIELD HEPARINASE.


 


In addition, subject only to the terms of any sponsorship agreement
under which an IMPROVEMENT invention was made, M.I.T. hereby grants to COMPANY
a first option to add IMPROVEMENTS to the PATENT RIGHTS, only in the fields for
which exclusive rights are granted in Section 2.2, for six months after COMPANY
has been notified of the existence of each such IMPROVEMENT. Within one month
after the M.I.T. Technology Licensing Office receives disclosure of any
IMPROVEMENT, and to the extent that the IMPROVEMENT is available for licensing
under the terms of any sponsorship agreement, M.I.T shall notify COMPANY in
writing of such IMPROVEMENT, furnishing COMPANY a copy of the invention
disclosure and any related patent applications. COMPANY may exercise its right
to add such IMPROVEMENT to the PATENT RIGHTS within six months after receipt of
M.I.T’s notice by so notifying M.I.T. in writing and paying M.I.T. a fee of
[**] Dollars ($[**]) per invention disclosure covering IMPROVEMENTS. Upon
COMPANY’s exercise of such right, the Appendix of this Agreement that describes
the PATENT RIGHTS that dominate the IMPROVEMENT shall be deemed to have been
amended to add the invention disclosure (and any related patent applications)
covering such IMPROVEMENT, and such IMPROVEMENT and any resulting patent
applications and patents shall thereafter be included in PATENT RIGHTS for all
purposes of this Agreement, without any additional fee, other than the [**]
Dollar fee referred to in the previous sentence, and M.I.T. shall provide
COMPANY with an updated APPENDIX C OR D for its records.


 


2.2           EXCLUSIVITY. In order to establish an exclusive period for COMPANY and its
AFFILIATES, M.I.T. agrees that it shall not grant any other license for PATENTS
RIGHTS HEPARIN in FIELD ALL BUT MACHINES or under the PATENT RIGHTS HEPARINASE
in FIELD MANUFACTURING to develop, make, have made, use, sell, lease and import
LICENSED PRODUCTS or to develop and perform LICENSED PROCESSES during the TERM.


 


2.3           SUBLICENSES.


 


(a)           COMPANY shall have the right to grant sublicenses
of its rights under Section 2.1, except that COMPANY may only grant sublicenses
of PATENT RIGHTS CASE [**] and PATENT RIGHTS CASE [**] BACKGROUND to third
parties in connection with other licenses from COMPANY to third parties for
rights to use molecules that are (i) discovered, developed and/or tested by COMPANY,
and (ii) the subject of (A) patent rights held by or licensed to COMPANY, or
(B) an NDA filed by COMPANY.


 


(b)           COMPANY shall incorporate terms and conditions
into its sublicense agreements sufficient to enable COMPANY to comply with this
Agreement. COMPANY shall promptly furnish M.I.T. with a fully signed photocopy
of any sublicense agreement.


 


7

















 


(c)           Upon termination of this Agreement for any reason,
any SUBLICENSEE not then in default shall have the right to seek a license from
M.I.T. M.I.T. agrees to negotiate such licenses in good faith under reasonable
terms and conditions.


 


2.4           U.S. MANUFACTURING. To the extent required by law, COMPANY agrees that any
LICENSED PRODUCTS used or sold in the United States will be manufactured
substantially in the United States.


 


2.5           RETAINED RIGHTS.


 


(a)           M.I.T. M.I.T. retains the right to practice under
the PATENT RIGHTS for research, teaching, and educational purposes. In
addition, in accordance with the NIH Guidelines for Patenting of Research
Tools, M.I.T. retains the right to grant to not-for-profit institutions,
nonexclusive, non-transferable licenses under the PATENT RIGHTS HEPARIN for use
as research tools and for research purposes only, specifically not including
manufacturing, quality assurance, quality control, and clinical testing of
commercial products or characterization of a marketed product for commercial
purposes.


 


(b)           FEDERAL GOVERNMENT. COMPANY acknowledges that the
U.S. federal government retains a royalty-free, non-exclusive, non-transferable
license to practice any government-funded invention claimed in any PATENT
RIGHTS as set forth in 35 U.S.C. Sections 201-211, and the regulations
promulgated thereunder, as amended, or any successor statutes or regulations.


 


2.7           NO ADDITIONAL RIGHTS. Nothing in this Agreement shall be construed to
confer any rights upon COMPANY by implication, estoppel, or otherwise as to any
technology or patent rights of M.I.T. or any other entity other than the PATENT
RIGHTS, regardless of whether such technology or patent rights shall be
dominant or subordinate to any PATENT RIGHTS. Notwithstanding the forgoing,
M.I.T. acknowledges that COMPANY made use of the PATENT RIGHTS and KNOW-HOW for
research purposes before the EFFECTIVE DATE, and M.I.T. agrees that such use
was permitted and that COMPANY shall have no obligations or liabilities to
M.I.T. with respect to such use. In addition COMPANY shall have no obligations
or liabilities to M.I.T. for any future use of any KNOW-HOW that COMPANY has or
will acquire during the TERM.


 


3. COMPANY DILIGENCE OBLIGATIONS.


 


3.1           DILIGENCE REQUIREMENTS. COMPANY shall use diligent efforts, or shall cause
its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED
PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED
PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market;
thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED
PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the
public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the
following obligations.


 


(a)           Within sixty (60) days after the end of each
calendar year, COMPANY shall furnish M.I.T. with a written report (consistent
with Section 5.1(a)) on the progress of its efforts during the immediately
preceding calendar year to develop and commercialize LICENSED PRODUCTS,
DISCOVERED PRODUCTS and LICENSED PROCESSES.


 


(b)           COMPANY shall permit an in-plant inspection by
M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections by
M.I.T. at regular intervals with at least twelve (12) months between each such
inspection.


 


(c)           COMPANY shall have raised since inception at least
one million Dollars ($1,000,000) by May 1, 2003 from the sale of COMPANY’s
equity securities for its own account.


 


(d)           In the aggregate, COMPANY shall have raised since
inception at least four million dollars ($4,000,000) by November 1, 2004 from
the sale of COMPANY’s equity securities for its own account and from funding
from CORPORATE PARTNERS or SUBLICENSEES.


 


(e)           COMPANY shall fund, or shall cause its AFFILIATES
to fund no less than Two Hundred Fifty Thousand Dollars ($250,000) toward the
research, development or commercialization of LICENSED PRODUCTS, DISCOVERED
PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial
years) beginning in the calendar year 2001 and ending with calendar year 2004.


 


8

















 


(f)            COMPANY shall fund, or shall cause its AFFILIATES
to fund, no less than one million Dollars ($1,000,000) toward the research,
development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS
and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years)
beginning in calendar year 2005 and ending with the first commercial sale of a
LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS.


 


(g)           COMPANY shall begin, or shall cause its
AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, by December 31, 2003,
animal studies of a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS
suitable for the filing of an IND.


 


(h)           COMPANY shall file, or shall cause its AFFILIATES,
CORPORATE PARTNERS or SUBLICENSEE to file, an IND for a LICENSED PRODUCT,
DISCOVERED PRODUCT or a LICENSED PROCESS by December 31, 2004.


 


(i)            COMPANY shall file, or shall cause its AFFILIATES,
CORPORATE PARTNERS or SUBLICENSEE to file, an NDA for a LICENSED PRODUCT,
DISCOVERED PRODUCT or LICENSED PROCESS by December 31, 2012.


 


(j)            COMPANY shall make, or shall cause its AFFILIATES,
SUBLICENSEES, or CORPORATE PARTNERS to make, a first commercial sale of a
LICENSED PRODUCT and/or a DISCOVERED PRODUCT and/or a first commercial
performance of a LICENSED PROCESS on or before June 1, 2013.


 


(k)           COMPANY shall make NET SALES and DISCOVERED
PRODUCT NET SALES according to the following schedule:


 




	
  2013

  	
   

  	
  $

  	
  500,000;

  	
   

  
	
  2014

  	
   

  	
  $

  	
  2,000,000;

  	
   

  
	
  2015 and each year thereafter

  	
   

  	
  $

  	
  5,000,000.

  	
   

  






 


In
the event that M.I.T. determines that COMPANY has failed to fulfill any of its
obligations under this Article 3 and fails to cure such breach within ninety
(90) days after receiving written notice thereof, provided such notice
expressly refers to this Section 3.1 and M.I.T.’s right of conversion, then
M.I.T. may, as its sole remedy, convert the exclusive rights granted in Section
2.2 into non-exclusive rights.


 


4. ROYALTIES AND PAYMENT TERMS.


 


4.1           CONSIDERATION FOR GRANT
OF RIGHTS.


 


(a)           LICENSE ISSUE FEE AND PATENT COST REIMBURSEMENT.
M.I.T. acknowledges that COMPANY paid to M.I.T. on the EFFECTIVE DATE a license
issue fee of [**]Dollars ($[**]), and, in accordance with Section 6.4, has and
shall reimburse M.I.T. for its actual expenses incurred as of the ORIGINAL
EFFECTIVE DATE in connection with obtaining the PATENT RIGHTS. These payments
are nonrefundable.


 


(b)           LICENSE MAINTENANCE FEES. COMPANY shall pay to
M.I.T. the following license maintenance fees on the dates set forth below:


 




	
  [**] (which payment M.I.T. acknowledges it has
  received)

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  [**]
  and

  	
   

  	
   

  	
   

  
	
  [**]
  every year thereafter

  	
   

  	
  $

  	
  [**]

  	
   

  






 


9

















 


This
annual license maintenance fee is nonrefundable; however, the license
maintenance fee may be credited to running royalties subsequently due on NET
SALES earned during the same calendar year, if any. License maintenance fees
paid in excess of running royalties due in such calendar year shall not be
creditable to amounts due for future years.


 


(c)           RUNNING ROYALTIES DUE ON NET SALES BY COMPANY AND
AFFILIATES. COMPANY shall pay to M.I.T. a running royalty of:


 


(i)            [**] percent ([**]%) of NET SALES by COMPANY and
AFFILIATES of LICENSED PRODUCTS or LICENSED PROCESSES which do not fall under
any of the PATENT RIGHTS for M.I.T. CASES [**];


 


AND


 


(ii)           [**] percent ([**]%) of NET SALES by COMPANY and
AFFILIATES of LICENSED PRODUCTS or LICENSED PROCESSES which fall under any of
the PATENT RIGHTS for M.I.T. CASES [**];


 


(d)           RUNNING ROYALTIES DUE ON NET SALES BY
SUBLICENSEES. COMPANY shall pay to M.I.T. a running royalty of:


 


(i)            If the LICENSED PRODUCT or LICENSED PROCESS does
NOT fall under any of the PATENT RIGHTS for M.I.T. CASES [**], the lesser of:


 


(a)           [**] percent ([**]%) of NET SALES by SUBLICENSEES; OR


 


(b)           [**] percent ([**]%) of the royalty received by COMPANY from SUBLICENSEES
for NET SALES made by SUBLICENSEES;


 


AND


 


(ii)           If the LICENSED PRODUCT or LICENSED PROCESS falls
under any of the PATENT RIGHTS for M.I.T. CASES [**], the lesser of:


 


(a) [**] percent ([**]%) of NET SALES by SUBLICENSEES;


 


OR


 


(b)
[**] percent ([**]%) of the royalty received by COMPANY from SUBLICENSEES for
NET SALES made by SUBLICENSEES


 


Running
royalties shall be payable for each REPORTING PERIOD and shall be due to M.I.T.
within sixty (60) days after the end of each REPORTING PERIOD.


 


(e)           SHARING OF OTHER INCOME. COMPANY shall pay M.I.T.
a total of [**] percent ([**]%) of all SUBLICENSE INCOME and CORPORATE PARTNER
INCOME received by COMPANY or by its AFFILIATES. Such amount shall be payable
for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days
after the end of each REPORTING PERIOD. If an entity is both a SUBLICENSEE AND
A CORPORATE PARTNER, any payment made by such entity to COMPANY or its
AFFILIATES shall be counted only once when calculating the amount to be paid to
M.I.T. hereunder, regardless of whether such payment could be classified as
both SUBLICENSE INCOME AND CORPORATE PARTNER INCOME.


 


(f)            NO MULTIPLE ROYALTIES.


 


(i)            If


 


(a)           the manufacture, use, lease, or sale of any LICENSED PRODUCT or the
performance of any LICENSED PROCESS is covered by more than one of the PATENT
RIGHTS; or


 


10

















 


(b)           the manufacture, use, lease or sale of a LICENSED PRODUCT involves the
performance of a LICENSED PROCESS,


 


then
multiple royalties shall NOT be due and COMPANY shall pay to M.I.T. the lowest
applicable royalty.


 


(ii)           In the event that COMPANY is obligated to pay any
portion of any SUBLICENSE INCOME or CORPORATE PARTNER INCOME to a third party
for intellectual property rights that are necessary for COMPANY’s sale of
LICENSED PRODUCTS and/or LICENSED PROCESSES, then COMPANY may deduct [**]
([**]%) of the amounts paid to such third party from the amount due to M.I.T.
pursuant to Section 4.1(f); provided, however that said amounts paid to M.I.T.
pursuant to Section 4.1(f) may not be reduced below [**] percent ([**]%) in any
REPORTING PERIOD.


 


(g)           EQUITY.


 


(i)            INITIAL GRANT. COMPANY acknowledges that on the
ORIGINAL EFFECTIVE DATE it issued a total of One Hundred and Twenty Thousand
Five Hundred and Thirty-Three (120,533) shares of Common Stock of COMPANY,
$.0001 par value per share, (the “Shares”) in the name of M.I.T. and those
individuals listed on APPENDIX G (the “M.I.T. Holders”) in the amounts
specified in Appendix G subject to the following terms and conditions:


 


COMPANY’s
obligation to issue the Shares:


 


(A)          to M.I.T. was conditioned upon prior receipt from
M.I.T. of an investment letter, a First Amendment to Right of First Refusal and
Co-Sale Agreement, and a Voting Agreement, in substantially the forms attached
hereto, respectively, as Exhibit C, Exhibit D, and Exhibit E; and


 


(B)           to each M.I.T. Holder was conditioned upon prior receipt
from each such M.I.T. Holder of an investment letter, a First Amendment to
Right of First Refusal and CoSale Agreement, and a Voting Agreement, in
substantially the forms attached hereto, respectively, as Exhibit C, Exhibit D,
and Exhibit E.


 


COMPANY
represents to M.I.T. that, as of the ORIGINAL EFFECTIVE DATE, the aggregate
number of Shares equaled Five Percent (5%) of the COMPANY’s issued and
outstanding Common Stock calculated on a “Fully Diluted Basis.” For purposes of
this Section 4.1(g), “Fully Diluted Basis” means that the total number of
issued and outstanding shares of the COMPANY’s Common Stock was calculated to
include conversion of all issued and outstanding securities then convertible
into common stock, the exercise of all then outstanding options and warrants to
purchase shares of common stock, whether or not then exercisable, and assumed
the issuance of UNGRANTED OPTIONS.


 


(ii)           ANTI-DILUTION PROTECTION. COMPANY represents it
issued additional shares of Common Stock to M.I.T. and each M.I.T. Holder pro
rata, such that M.I.T.’s and each M.I.T. Holders’ ownership of outstanding
Common Stock in the aggregate did not fall below Five Percent (5%) on a Fully
Diluted Basis, as calculated after giving effect to the anti-dilutive issuance.
Such issuances occurred on the date upon which COMPANY received a total of Five
Million Dollars ($5,000,000) in cash in exchange for COMPANY’s capital stock.
(the “Funding Threshold”). No additional shares shall be due to M.I.T. or any
M.I.T. Holder pursuant to this Agreement.


 


(iii)          PARTICIPATION IN FUTURE PRIVATE EQUITY OFFERINGS.
COMPANY represents it has amended its Series A Convertible Preferred Stock and
Warrant Purchase Agreement (CSWP) to add M.I.T. (but not the M.I.T. Holders) as
a “Purchaser” for purposes of Section 7 thereof (Participation Rights) with
respect to offerings of New Securities (as defined therein) after the date of
the Funding Threshold. This Amendment is attached as Exhibit F to this
Agreement. M.I.T. agreed to be bound by the terms and conditions of the CSWP
agreement insofar as they relate to Section 7 thereof. The Participation Rights
granted to M.I.T. pursuant to the Series A Convertible Preferred Stock and
Warrant Purchase Agreement shall terminate immediately prior to a firm commitment
for an underwritten public offering of the COMPANY’s common stock resulting in
gross proceeds to the COMPANY of at least Ten Million dollars ($10,000,000).


 


11

















 


4.2           PAYMENTS.


 


(a)           METHOD OF PAYMENT. All payments under this
Agreement should be made payable to “Massachusetts Institute of Technology” and
sent to the address identified in Section 14.1. Each payment should reference
this Agreement and identify the obligation under this Agreement that the
payment satisfies.


 


(b)           PAYMENTS IN U.S. DOLLARS. All payments due under
this Agreement shall be drawn on a United States bank and shall be payable in
United States dollars. Conversion of foreign currency to U.S. dollars shall be
made at the conversion rate existing in the United States (as reported in the
WALL STREET JOURNAL) on the last working day of the calendar quarter of the
applicable REPORTING PERIOD. Such payments shall be without deduction of
exchange, collection, or other charges, and, specifically, without deduction of
withholding or similar taxes or other government imposed fees or taxes, except
as permitted in the definition of NET SALES.


 


(c)           LATE PAYMENTS. Any payments by COMPANY that are
not paid on or before the date such payments are due under this Agreement shall
bear interest, to the extent permitted by law, at two percentage points above
the Prime Rate of interest as reported in the WALL STREET JOURNAL on the date
payment is due.


 


5. REPORTS AND RECORDS.


 


5.1           FREQUENCY OF REPORTS.


 


(a)           BEFORE FIRST COMMERCIAL SALE. Prior to the first
commercial sale of any LICENSED PRODUCT or first commercial performance of any
LICENSED PROCESS, COMPANY shall deliver reports to M.I.T. annually, within
sixty (60) days after the end of each calendar year, containing information
concerning the immediately preceding calendar year, as further described in
Section 5.2.


 


(b)           UPON FIRST COMMERCIAL SALE OF A LICENSED PRODUCT
OR DISCOVERED PRODUCT OR COMMERCIAL PERFORMANCE OF A LICENSED PROCESS. COMPANY
shall report to M.I.T. the date of first commercial sale of a LICENSED PRODUCT,
the date of first commercial sale of a DISCOVERED PRODUCT and the date of first
commercial performance of a LICENSED PROCESS within sixty (60) days after
occurrence in each country.


 


(c)           AFTER FIRST COMMERCIAL SALE. After the first
commercial sale of a LICENSED PRODUCT or first commercial performance of a
LICENSED PROCESS, COMPANY shall deliver reports to M.I.T. within sixty (60)
days after the end of each REPORTING PERIOD, containing information concerning
the immediately preceding REPORTING PERIOD, as further described in Section
5.2.


 


(d)           For each LICENSED PRODUCT or LICENSED PROCESS for
which NET SALES have been received, COMPANY shall report to the reasonable best
of its ability which of the PATENT RIGHTS of this Agreement COVER the
particular LICENSED PRODUCT or LICENSED PROCESS sold. COMPANY shall also
require that its SUBLICENSEES so report. The information reported under this
Section 5.1(d) shall be for MIT administrative purposes only and shall have no
bearing on the royalties paid hereunder.


 


5.2           CONTENT OF REPORTS AND PAYMENTS. Each report delivered by COMPANY to
M.I.T. shall contain at least the following information for the immediately
preceding REPORTING PERIOD:


 


(a)           the number of LICENSED PRODUCTS sold, leased or
distributed by COMPANY, its AFFILIATES, CORPORATE PARTNERS and SUBLICENSEES to
independent third parties in each country, and, if applicable, the number of
LICENSED PRODUCTS used by COMPANY, its AFFILIATES, CORPORATE PARTNERS and
SUBLICENSEES in the provision of services in each country;


 


(b)           a description of LICENSED PROCESSES performed by
COMPANY, its AFFILIATES, CORPORATE PARTNERS and SUBLICENSEES in each country as
may be pertinent to a royalty accounting hereunder;


 


(c)           the gross price charged by COMPANY, its
AFFILIATES, CORPORATE PARTNERS and SUBLICENSEES for each LICENSED PRODUCT and,
if applicable, the gross price charged for each LICENSED PRODUCT used to
provide services in each country; and the gross price charged for each LICENSED
PROCESS performed by COMPANY, its AFFILIATES, CORPORATE PARTNERS and
SUBLICENSEES in each country;


 


12

















 


(d)           calculation of NET SALES for the applicable
REPORTING PERIOD in each country, including a listing of applicable deductions;


 


(e)           total royalty payable on NET SALES in U.S.
dollars, together with the exchange rates used for conversion;


 


(f)            the amount of SUBLICENSE INCOME received by
COMPANY from each SUBLICENSEE and the amount due to M.I.T. from such SUBLICENSE
INCOME, including an itemized breakdown of the sources of income comprising the
SUBLICENSE INCOME; and


 


(g)           the amount of CORPORATE PARTNER INCOME received by
COMPANY from each CORPORATE PARTNER and the amount due to M.I.T. from such CORPORATE
PARTNER INCOME, including an itemized breakdown of the sources of income
comprising the CORPORATE PARTNER INCOME;


 


(h)           the number of sublicenses entered into for the
PATENT RIGHTS, LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED
PROCESSES; and


 


(i)            the number of CORPORATE PARTNER agreements entered
into for the REPORTING PERIOD.


 


If
no amounts are due to M.I.T. for any REPORTING PERIOD, the report shall so
state.


 


5.3           FINANCIAL STATEMENTS. On or before the ninetieth (90th) day following the
close of COMPANY’s fiscal year, COMPANY shall provide M.I.T. with COMPANY’s
financial statements for the preceding fiscal year including, at a minimum, a
balance sheet and an income statement, certified by COMPANY’s treasurer or
chief financial officer or by an independent auditor.


 


5.4           RECORDS. COMPANY shall maintain, and shall cause its AFFILIATES and
SUBLICENSEES to maintain, complete and accurate records relating to the rights
and obligations under this Agreement and any amounts payable to M.I.T. in relation
to this Agreement, which records shall contain sufficient information to permit
M.I.T. to confirm the accuracy of any reports delivered to M.I.T. and
compliance in other respects with this Agreement. The relevant party shall
retain such records for at least five (5) years following the end of the
calendar year to which they pertain, during which time M.I.T., or M.I.T.’s
appointed agents, shall have the right, at M.I.T.’s expense, to inspect such
records during normal business hours, upon at least five (5) business days
prior notice to verify any reports and payments made or compliance in other
respects under this Agreement. In the event that any audit performed under this
Section reveals an underpayment in excess of five percent (5%), COMPANY shall
bear the full cost of such audit and shall remit any amounts due to M.I.T.
within thirty (30) days after receiving notice thereof from M.I.T.


 


5.5           CONFIDENTIAL INFORMATION. The information in the reports and records
provided by COMPANY to M.I.T. pursuant to Sections 5.1 through 5.4 of this
Agreement and in the sublicense agreements provided to M.I.T. under Section
2.3(b) shall be considered “Confidential Information”, provided that such
information is specifically designated in writing as confidential. M.I.T. shall
maintain the Confidential Information in strict confidence, unless, the
information (i) was in the public domain prior to the time of its disclosure
under this Agreement; (ii) entered the public domain after the time of its
disclosure under this Agreement through means other than an unauthorized
disclosure resulting from an act or omission by M.I.T; (iii) was independently
developed or discovered by M.I.T. without use of the Confidential Information;
(iv) is or was disclosed to M.I.T. at any time, whether prior to or after the
time of its disclosure under this Agreement, by a third party having no
fiduciary relationship with COMPANY and having no obligation of confidentiality
with respect to such Confidential Information; or (v) is required to be disclosed
to comply with applicable laws or regulations, or with a court or
administrative order.


 


6. PATENT PROSECUTION.


 


6.1           RESPONSIBILITY FOR PATENT RIGHTS. M.I.T. shall prepare, file, prosecute,
and maintain all of the PATENT RIGHTS. However, M.I.T. at its own discretion
may abandon any of the foreign rights for PATENT RIGHTS CASE [**] and PATENT
RIGHTS CASE [**] BACKGROUND at any time, subject to Section 6.2 below, and may
abandon any of the U.S. patents of these same PATENT RIGHTS after [**], subject
to Section 6.2 below. M.I.T. may also abandon any PATENT RIGHTS HEPARINASE at
any time, subject to Section 6.2 below. COMPANY shall have reasonable
opportunities to advise M.I.T. and shall cooperate with M.I.T. in such
preparation, filing, prosecution and maintenance. 


 


13

















 


M.I.T. will instruct its patent attorney to copy COMPANY
on all patent prosecution documents relating to PATENT RIGHTS during the TERM.


 


6.2           ABANDONING PATENT RIGHTS. Should M.I.T. elect to abandon any of PATENT
RIGHTS CASE [**], PATENT RIGHTS CASE [**] BACKGROUND or PATENT RIGHTS
HEPARINASE, M.I.T. will first notify COMPANY of its intent to do so, and
COMPANY may require that M.I.T. continue prosecution or maintenance of such
patent(s) provided that COMPANY agrees to reimburse all of M.I.T.’s related
expenses including any related interference expenses.


 


6.3           INTERNATIONAL (NON-UNITED STATES) FILINGS. APPENDIX F is a list of the
countries in which patent applications corresponding to the United States
patent applications listed in APPENDICES A THRU E shall be filed, prosecuted,
and maintained. APPENDIX F may be amended by mutual agreement of COMPANY and
M.I.T.


 


6.4           PAYMENT OF EXPENSES. Payment of all fees and costs supported by an
invoice, including attorneys’ fees, relating to the filing, prosecution and
maintenance of PATENT RIGHTS HEPARIN shall be the responsibility of COMPANY,
whether such amounts were incurred before or after the ORIGINAL EFFECTIVE DATE.
As of October 1, 2001, M.I.T. had incurred approximately [**] dollars ($[**])
for such patent-related fees and costs (“EXISTING EXPENSES”). COMPANY shall
reimburse M.I.T. for the EXISTING EXPENSES incurred prior to the ORIGINAL
EFFECTIVE DATE in three equal installments. The first installment was due on,
and M.I.T. acknowledges that it was paid on, the ORIGINAL EFFECTIVE DATE; the
second installment shall be due one year after the ORIGINAL EFFECTIVE DATE; and
the remaining payment shall be due two years from the ORIGINAL EFFECTIVE DATE.
In addition, M.I.T. shall bill COMPANY for COMPANY’S pro rata share of the
costs for PATENT RIGHTS HEPARINASE incurred after the ORIGINAL EFFECTIVE DATE,
said share being equal to the shares of other active licensees for PATENT
RIGHTS HEPARINASE. COMPANY shall reimburse all amounts due pursuant to this
Section within thirty (30) days after invoicing; late payments shall accrue
interest pursuant to Section 4.2(c). In all instances, M.I.T. shall pay the
fees prescribed for large entities to the United States Patent and Trademark
Office. Notwithstanding the first sentence of this Section, in the event M.I.T.
exclusively licenses any of the PATENT RIGHTS described in Section 2.2 in a
different field of use to a third party, M.I.T. shall promptly notify COMPANY
in writing and such fees and costs associated with those PATENT RIGHTS shall be
allocated in a fair and equitable manner between COMPANY and a subsequent
licensee on a go-forward basis.


 


7. INFRINGEMENT.


 


7.1           NOTIFICATION OF
INFRINGEMENT. Each party agrees to provide written notice to the other party
promptly after becoming aware of any infringement of the PATENT RIGHTS.


 


7.2           RIGHT TO PROSECUTE
INFRINGEMENTS.


 


(a)           COMPANY RIGHT TO PROSECUTE PATENT RIGHTS IN
EXCLUSIVE FIELDS.


So long as COMPANY remains the
exclusive licensee of PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES, COMPANY,
to the extent permitted by law, shall have the right, under its own control and
at its own expense, to prosecute any third party infringement of PATENT RIGHTS
HEPARIN in FIELD ALL BUT MACHINES, subject to Sections 7.4 and 7.5. In
addition, so long as COMPANY remains the exclusive licensee of PATENT RIGHTS
HEPARINASE in FIELD MANUFACTURING, COMPANY, to the extent permitted by law,
shall have the right, under its own control and at its own expense, to
prosecute any third party infringement of PATENT RIGHTS HEPARINASE in FIELD
MANUFACTURING, subject to Sections 7.4 and 7.5. If required by law, M.I.T.
shall permit any action under this Section to be brought in its name, including
being joined as a party-plaintiff, provided that COMPANY shall hold M.I.T.
harmless from, and indemnify M.I.T. against, any costs, expenses, or liability
that M.I.T. incurs in connection with such action. Prior to commencing any such
action, COMPANY shall consult with M.I.T. and shall consider the views of
M.I.T. regarding the advisability of the proposed action and its effect on the
public interest. COMPANY shall not enter into any settlement, consent judgment,
or other voluntary final disposition of any infringement action under this
Section without the prior written consent of M.I.T.


 


(b)           M.I.T. RIGHT TO
PROSECUTE PATENT RIGHTS IN EXCLUSIVE FIELDS. In the event that COMPANY is
unsuccessful in persuading the alleged infringer of PATENT RIGHTS HEPARIN in
FIELD ALL BUT MACHINES or PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING to
desist or fails to have initiated an infringement action within a reasonable
time after COMPANY first becomes aware of the basis for such action, M.I.T.
shall have the right, to prosecute such infringement under its sole control and
at its sole expense, and any recovery obtained shall belong to M.I.T. If
required by law, COMPANY hereby agrees that M.I.T. may include COMPANY as a
party-plaintiff in any such suit, without expense to COMPANY. Prior to
commencing any such action, M.I.T. shall consult with COMPANY and shall
consider the views of COMPANY regarding the advisability of the proposed
action. Further, M.I.T. shall not enter 


 


14

















 


into any settlement, consent
judgment, or other voluntary final disposition of any infringement action under
this Section without first consulting with and considering the views of
COMPANY. Notwithstanding the forgoing, any action taken under this Section
shall be at the sole discretion of M.I.T.


 


(c)           M.I.T. RIGHT TO
PROSECUTE PATENT RIGHTS IN NON-EXCLUSIVE FIELDS. M.I.T. shall have the right,
but shall not be obligated, to prosecute at its sole control and sole expense
all infringements of PATENT RIGHTS other than PATENT RIGHTS HEPARIN in FIELD
ALL BUT MACHINES or PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING, and M.I.T.
shall keep any recovery or damages derived therefrom, whether compensatory for
past infringement or punitive. If required by law, COMPANY hereby agrees that
M.I.T. may include COMPANY as a party plaintiff in any such suit, without
expense to COMPANY. Prior to commencing any such action, M.I.T. shall consult
with COMPANY and shall consider the views of COMPANY regarding the advisability
of the proposed action. Further, M.I.T. shall not enter into any settlement,
consent judgment, or other voluntary final disposition of any infringement
action under this Section without first consulting with and considering the
views of COMPANY. Lastly, in the event that COMPANY approaches M.I.T. and
requests that M.I.T. commence the prosecution of an infringement of any of the
PATENT RIGHTS other than the PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES
and the PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING, M.I.T. agrees to give
due consideration to the views of the COMPANY. Notwithstanding the forgoing,
any action taken under this Section shall be at the sole discretion of M.I.T.


 


7.3           DECLARATORY JUDGMENT
ACTIONS. In the event that a declaratory judgment action is brought against
M.I.T. or COMPANY by a third party alleging invalidity, unenforceability, or
non-infringement of the PATENT RIGHTS, M.I.T., at its option, shall have the
right within twenty (20) days after commencement of such action to take over
the sole defense of the action at its own expense. If M.I.T. does not exercise
this right, COMPANY may take over the sole defense of the action at COMPANY’s
sole expense, subject to Sections 7.4 and 7.5.


 


7.4           OFFSETS. COMPANY may
offset a total of [**] percent ([**]%) of any expenses incurred under Sections
7.2 and 7.3 against any payments due to M.I.T. under Article 4, provided that
in no event shall such payments under Article 4, when aggregated with any other
offsets and credits allowed under this Agreement, be reduced by more than [**]
percent ([**]%) in any REPORTING PERIOD, it being understood that any expenses
which COMPANY is prevented by the foregoing proviso from offsetting, in any
REPORTING PERIOD may be carried forward and offset in one or more subsequent
REPORTING PERIODS (applying the foregoing proviso in each subsequent REPORTING
PERIOD).


 


7.5           RECOVERY. Any recovery
obtained in an action brought by COMPANY under Sections 7.2 or 7.3 shall be
distributed as follows: (i) each party shall be reimbursed for any expenses
incurred in the action (including the amount of any royalty or other payments
withheld from M.I.T. as described in Section 7.4), (ii) as to ordinary damages,
COMPANY shall receive an amount equal to its lost profits or a reasonable
royalty on the infringing sales, or whichever measure of damages the court
shall have applied, and COMPANY shall pay to M.I.T. based upon such amount the
portion thereof representing a reasonable approximation of the royalties and
other amounts that COMPANY would have paid to M.I.T. if COMPANY had sold the
infringing products, processes and services rather than the infringer, and
(iii) as to special or punitive damages, the parties shall [**].


 


7.6           COOPERATION. Each party
agrees to cooperate in any action under this Article, which is controlled by
the other party, provided that the controlling party reimburses the cooperating
party promptly for any costs and expenses incurred by the cooperating party in
connection with providing such assistance.


 


7.7           RIGHT TO SUBLICENSE. So
long as COMPANY remains the exclusive licensee of the PATENT RIGHTS HEPARIN in
in FIELD ALL BUT MACHINES or PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING,
COMPANY shall have the sole right to sublicense to any alleged infringer for
future use of PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES or PATENT RIGHTS
HEPARINASE in FIELD MANUFACTURING, as the case may be, in accordance with the
terms and conditions of this Agreement relating to sublicenses. Any upfront
fees as part of such sublicense [**]; other revenues to COMPANY pursuant to
such sublicense shall be treated as set forth in Article 4.


 


8. INDEMNIFICATION AND INSURANCE.


 


8.1           INDEMNIFICATION.


 


(a)           INDEMNITY. COMPANY
shall indemnify, defend, and hold harmless M.I.T. and its trustees, officers,
faculty, students, employees, and agents and their respective successors, heirs
and assigns (the “Indemnitees”), against any liability, damage, loss, or
expense (including reasonable attorneys fees and expenses) (collectively, “Losses”)



 


15

















 


incurred by or imposed upon any
of the Indemnitees in connection with any claims, suits, actions, demands or
judgments arising out of any theory of liability (including without limitation
actions in the form of tort, warranty, or strict liability and regardless of
whether such action has any factual basis) concerning any product, process, or
service that is made, used, sold, imported, or performed pursuant to any right
or license granted under this Agreement; provided, however, that COMPANY shall
have no obligation pursuant to the foregoing with respect to any Losses that
result from the gross negligence or willful misconduct of any Indemnitee.


 


(b)           PROCEDURES. The
Indemnitees agree to provide COMPANY with prompt written notice of any claim,
suit, action, demand, or judgment for which indemnification is sought under
this Agreement. COMPANY agrees, at its own expense, to provide attorneys
reasonably acceptable to M.I.T. to defend against any such claim. The
Indemnitees shall cooperate fully with COMPANY in such defense and will permit
COMPANY to conduct and control such defense and the disposition of such claim,
suit, or action (including all decisions relative to litigation, appeal, and
settlement); provided, however, that any Indemnitee shall have the right to
retain its own counsel, at the expense of COMPANY, if representation of such
Indemnitee by the counsel retained by COMPANY would be inappropriate because of
actual or potential differences in the interests of such Indemnitee and any
other party represented by such counsel. COMPANY agrees to keep M.I.T. informed
of the progress in the defense and disposition of such claim and to consult
with M.I.T. with regard to any proposed settlement.


 


8.2           INSURANCE. Before the first human use of a LICENSED PRODUCT or LICENSED
PROCESS, COMPANY shall obtain and carry in full force and effect commercial
general liability insurance, including product liability and errors and
omissions insurance which shall protect COMPANY and Indemnitees with respect to
events covered by Section 8.1(a) above. Such insurance (i) shall be issued by
an insurer licensed to practice in the Commonwealth of Massachusetts or an
insurer pre-approved by M.I.T., such approval not to be unreasonably withheld,
(ii) shall list M.I.T. as an additional insured thereunder, (iii) shall be
endorsed to include product liability coverage, and (iv) shall require thirty
(30) days written notice to be given to M.I.T. prior to any cancellation or
material change thereof. The limits of such insurance shall not be less than
One Million Dollars ($1,000,000) per occurrence with an aggregate of Three
Million Dollars ($3,000,000) for bodily injury including death; One Million
Dollars ($1,000,000) per occurrence with an aggregate of Three Million Dollars
($3,000,000) for property damage; and One Million Dollars ($1,000,000) per
occurrence with an aggregate of Three Million Dollars ($3,000,000) for errors
and omissions. In the alternative, COMPANY may self-insure subject to prior
approval of M.I.T. COMPANY shall provide M.I.T. with Certificates of Insurance
evidencing compliance with this Section. COMPANY shall continue to maintain
such insurance or self-insurance after the expiration or termination of this
Agreement during any period in which COMPANY or any AFFILIATE or SUBLICENSEE
continues (i) to make, use, or sell a product that was a LICENSED PRODUCT under
this Agreement or (ii) to perform a service that was a LICENSED PROCESS under
this Agreement, and thereafter for a period of five (5) years.


 


9. REPRESENTATIONS AND WARRANTIES


 


M.I.T. hereby represents and warrants that, to the best of its
knowledge on the EFFECTIVE DATE: (i) it is the sole owner of all PATENT RIGHTS
other than the PATENT RIGHTS for M.I.T. Case [**], which are jointly owned by
M.I.T. and the [**], and the PATENT RIGHTS for M.I.T. Case [**], which are
owned jointly by M.I.T. and [**], and (ii) has the right to grant the licenses
granted herein. M.I.T.’s total liability under the representations and
warranties of this Agreement shall be limited to an amount equal to the total
sum that has been paid by COMPANY to M.I.T. under the provisions of Article 4
of this Agreement and any payments that have been made by COMPANY to M.I.T. for
the EXISTING EXPENSES described in Section 6.4.


 


EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT,
M.I.T. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT
RIGHTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF
PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the
foregoing, M.I.T. makes no warranty or representation (i) regarding the
validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the
PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS will not infringe any
patents or other intellectual property rights of M.I.T. or of a third party.


 


IN NO EVENT SHALL EITHER PARTY, ITS TRUSTEES, DIRECTORS, OFFICERS,
EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND ARISING OUT OF THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 8. 1, OR FOR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF
WHETHER SUCH PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN
FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.


 


16

















 


10. ASSIGNMENT.


 


This
Agreement is personal to COMPANY and no rights or obligations may be assigned
by COMPANY, except that COMPANY may assign this Agreement, upon written notice
to M.I.T. and without M.I.T.’s consent, in conjunction with the sale or
transfer of all or substantially all of its assets related to the
commercialization of the PATENT RIGHTS, or pursuant to a merger or
consolidation, to or into an entity which has agreed in writing to be bound by
all the terms and conditions of this Agreement. Failure of the assignee to so
agree shall be grounds for termination by M.I.T.


 


11. GENERAL COMPLIANCE WITH LAWS.


 


11.1         COMPLIANCE WITH LAWS. COMPANY shall use reasonable commercial efforts to
comply with all commercially material local, state, federal, and international
laws and regulations relating to the development, manufacture, use, and sale of
LICENSED PRODUCTS and LICENSED PROCESSES.


 


11.2         EXPORT CONTROL. COMPANY and its AFFILIATES and SUBLICENSEES shall comply
with all United States laws and regulations controlling the export of certain
commodities and technical data, including without limitation all Export
Administration Regulations of the United States Department of Commerce. Among
other things, these laws and regulations prohibit or require a license for the
export of certain types of commodities and technical data to specified
countries. COMPANY hereby gives written assurance that it will comply with, and
will cause its AFFILIATES and SUBLICENSEES to comply with, all United States
export control laws and regulations, that it bears sole responsibility for any
violation of such laws and regulations by itself or its AFFILIATES or
SUBLICENSEES, and that it will indemnify, defend, and hold M.I.T. harmless (in
accordance with Section 8.1) for the consequences of any such violation.


 


11.3         NON-USE OF M.I.T. NAME. COMPANY and its AFFILIATES and SUBLICENSEES shall
not use the name of “Massachusetts Institute of Technology,” “Lincoln
Laboratory” or any variation, adaptation, or abbreviation thereof, or of any of
its trustees, officers, faculty, students, employees, or agents (collectively, “M.I.T.
Associates”), or any trademark owned by M.I.T., or any terms of this Agreement,
in any promotional material or other public announcement or disclosure without
the prior written consent of M.I.T., or in the case of the name of any M.I.T.
Associate, the written consent of such M.I.T. Associate. The foregoing
notwithstanding, without the consent of M.I.T., COMPANY may state that it is
licensed by M.I.T. under one or more of the patents and/or patent applications
comprising the PATENT RIGHTS, may make statements of facts, including of past
or present employment or consulting relationships, and may make disclosures or
statements required by law.


 


11.4         MARKING OF LICENSED PRODUCTS. To the extent commercially feasible and consistent
with prevailing business practices, COMPANY shall mark, and shall cause its
AFFILIATES and SUBLICENSEES to mark, all LICENSED PRODUCTS that are
manufactured or sold under this Agreement with the number of each issued patent
under the PATENT RIGHTS that applies to such LICENSED PRODUCT.


 


12. TERMINATION.


 


12.1         VOLUNTARY TERMINATION BY COMPANY. COMPANY shall have the right to
terminate this Agreement, for any reason, (i) upon at least six (6) months
prior written notice to M.I.T., such notice to state the date at least six (6)
months in the future upon which termination is to be effective, and (ii) upon
payment of all amounts due to M.I.T. through such termination effective date.
In addition, by providing three (3) months written notice, COMPANY may separately
terminate its license to PATENT RIGHTS CASE [**] and PATENT RIGHTS CASE [**]
BACKGROUND.


 


12.2         CESSATION OF BUSINESS. If COMPANY ceases to carry on its business related
to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately
upon written notice to COMPANY.


 


12.3         TERMINATION FOR DEFAULT.


 


(a)           NONPAYMENT. In the event COMPANY fails to pay any
amounts due and payable to M.I.T. hereunder, and fails to make such payments
within sixty (60) days after receiving written notice of such failure, provided
such notice expressly refers to this Section 12.3 and M.I.T.’s right of
termination, M.I.T. may terminate this Agreement immediately upon written
notice to COMPANY.


 


(b)           MATERIAL BREACH. In the event COMPANY commits a
material breach of its obligations under this Agreement, except for breach as
described in Section 3.1 or 12.3(a), and fails to cure that breach within
ninety (90) 


 


17

















 


days after receiving written
notice thereof, provided such notice expressly refers to this Section 12.3 and
M.I.T.’s right of termination, M.I.T. may terminate this Agreement immediately
upon written notice to COMPANY.


 


12.4         EFFECT OF TERMINATION.


 


(a)           SURVIVAL. The following provisions shall survive
the expiration or termination of this Agreement: Articles 1, 8, 9, 13 and 14,
and Sections 2.3 (c), 5.2 (obligation to provide final report and payment),
5.4, 5.5, 11.1, 11.2 and 12.4


 


(b)           INVENTORY. Upon the early termination of this
Agreement, COMPANY and its AFFILIATES and SUBLICENSEES may complete and sell
any work-in-progress and inventory of LICENSED PRODUCTS that exist as of the
effective date of termination, provided that (i) COMPANY pays M.I.T. the
applicable running royalty or other amounts due on such sales of LICENSED
PRODUCTS in accordance with the terms and conditions of this Agreement, and
(ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all
work-in-progress and inventory of LICENSED PRODUCTS within six (6) months after
the effective date of termination.


 


(c)           PRE-TERMINATION OBLIGATIONS. In no event shall
termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from
the obligation to pay any amounts that became due on or before the effective
date of termination.


 


13. DISPUTE RESOLUTION.


 


13.1         MANDATORY PROCEDURES. The parties agree that any dispute arising out of or
relating to this Agreement shall be resolved solely by means of the procedures
set forth in this Article, and that such procedures constitute legally binding
obligations that are an essential provision of this Agreement. If either party
fails to observe the procedures of this Article, as may be modified by their
written agreement, the other party may bring an action for specific performance
of these procedures in any court of competent jurisdiction.


 


13.2         EQUITABLE REMEDIES. Although the procedures specified in this Article are
the sole and exclusive procedures for the resolution of disputes arising out of
or relating to this Agreement, either party may seek a preliminary injunction
or other provisional equitable relief if, in its reasonable judgment, such
action is necessary to avoid irreparable harm to itself or to preserve its
rights under this Agreement.


 


13.3         DISPUTE RESOLUTION
PROCEDURES.


 


(a)           MEDIATION. In the event any dispute arising out of
or relating to this Agreement remains unresolved within sixty (60) days from
the date the affected party informed the other party of such dispute, either
party may initiate mediation upon written notice to the other party (“Notice
Date”), whereupon both parties shall be obligated to engage in a mediation
proceeding under the then current Center for Public Resources (“CPR”) Model
Procedure for Mediation of Business Disputes (http://www.cpradr.org), except
that specific provisions of this Article shall override inconsistent provisions
of the CPR Model Procedure. The mediator will be selected from the CPR Panels
of Neutrals. If the parties cannot agree upon the selection of a mediator
within fifteen (15) business days after the Notice Date, then upon the request
of either party, the CPR shall appoint the mediator. The parties shall attempt
to resolve the dispute through mediation until the first of the following
occurs: (i) the parties reach a written settlement; (ii) the mediator notifies
the parties in writing that they have reached an impasse; (iii) the parties
agree in writing that they have reached an impasse; or (iv) the parties have
not reached a settlement within sixty (60) days after the Notice Date.


 


(b)           TRIAL WITHOUT JURY. If the parties fail to resolve
the dispute through mediation, or if neither party elects to initiate
mediation, each party shall have the right to pursue any other remedies legally
available to resolve the dispute, provided, however, that the parties expressly
waive any right to a jury trial in any legal proceeding under this Article.


 


13.4         PERFORMANCE TO CONTINUE. Each party shall continue to perform its
undisputed obligations under this Agreement pending final resolution of any dispute
arising out of or relating to this Agreement; provided, however, that a party
may suspend performance of its undisputed obligations during any period in
which the other party fails or refuses to perform its undisputed obligations.
Nothing in this Article is intended to relieve COMPANY from its obligation to
make undisputed payments pursuant to Articles 4 and 6 of this Agreement.


 


18

















 


13.5         STATUTE OF LIMITATIONS. The parties agree that all applicable statutes of
limitation and time-based defenses (such as estoppel and laches) shall be
tolled while the procedures set forth in Sections 13.3(a) are pending. The
parties shall cooperate in taking any actions necessary to achieve this result.


 


14. MISCELLANEOUS.


 


14.1         NOTICE. Any notices required or permitted under this Agreement shall be in
writing, shall specifically refer to this Agreement, and shall be sent by hand,
recognized national overnight courier, confirmed facsimile transmission,
confirmed electronic mail, or registered or certified mail, postage prepaid,
return receipt requested, to the following addresses or facsimile numbers of
the parties:


 


If
to M.I.T., all matters relating to the license:


 


Technology
Licensing Office, Room NE25-230


Massachusetts
Institute of Technology


77
Massachusetts Avenue Cambridge, MA 02139-4307


Attention:  Director


Tel:  617-253-6966


Fax:  617-258-6790


 


If
to M.I.T., all matters relating to COMPANY equity:


 


Massachusetts
Institute of Technology


Treasurer’s
Office


238
Main Street


Cambridge,
MA 02142


Attention:  Phillips B. Moore


Tel:  617-253-5422


Fax:  617-258-6676


 


If
to COMPANY:


 


43
Moulton Street


Cambridge.
MA 02138


Attention:  Chief Executive Officer


Tel:
617-491-9700


Fax:
617-491-9701


 


All
notices under this Agreement shall be deemed effective upon receipt. A party
may change its contact information immediately upon written notice to the other
party in the manner provided in this Section.


 


14.2         GOVERNING LAW. This Agreement and all disputes arising out of or related
to this Agreement, or the performance, enforcement, breach or termination
hereof, and any remedies relating thereto, shall be construed, governed,
interpreted and applied in accordance with the laws of the Commonwealth of
Massachusetts, U.S.A., without regard to conflict of laws principles, except
that questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent shall have been
granted.


 


14.3         FORCE MAJEURE. Neither party will be responsible for delays resulting from
causes beyond the reasonable control of such party, including without
limitation fire, explosion, flood, war, acts of terrorism, strike, riot,
bankruptcy of third parties, or action, inaction or delay by any governmental
authority, provided that the nonperforming party uses commercially reasonable
efforts to avoid or remove such causes of nonperformance and continues
performance under this Agreement with reasonable dispatch whenever such causes
are removed.


 


14.4         AMENDMENT AND WAIVER. This Agreement may be amended, supplemented, or
otherwise modified only by means of a written instrument signed by both
parties. Any waiver of any rights or failure to act in a specific instance
shall relate only to such instance and shall not be construed as an agreement
to waive any rights or fail to act in any other instance, whether or not
similar.


 


19

















 


14.5         SEVERABILITY. In the event that any provision of this Agreement shall be
held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement, and
the parties shall negotiate in good faith to modify this Agreement to preserve
(to the extent possible) their original intent. If the parties fail to reach a
modified agreement within thirty (30) days after the relevant provision is held
invalid or unenforceable, then the dispute shall be resolved in accordance with
the procedures set forth in Article 13. While the dispute is pending resolution,
this Agreement shall be construed as if such provision were deleted by
agreement of the parties.


 


14.6         BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective permitted successors and assigns.


 


14.7         HEADINGS. All headings are for convenience only and shall not affect the
meaning of any provision of this Agreement.


 


14.8         ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to its subject matter and supersedes all prior
agreements or understandings between the parties relating to its subject
matter, including, without limitation the ORIGINAL AGREEMENT.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives.


 


THE EFFECTIVE DATE OF THIS AGREEMENT IS NOVEMBER 1, 2002


 


	
  MASSACHUSETTS INSTITUTE OF 

  TECHNOLOGY

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ LITA NELSEN

  	
   

  	
  By

  	
  /s/ S.K. WHORISKEY, PH.D.

  
	
  Name

  	
  Lita L. Nelsen

  	
   

  	
  Name

  	
  Susan K Whoriskey

  
	
  Title

  	
  Director, Technology Licensing 

  Office

  	
   

  	
  Title

  	
  Vice President, Licensing 

  and Business Development

  
							



 


20

















 


APPENDIX A


 


LIST OF PATENT APPLICATIONS AND PATENTS FOR THE PATENT RIGHTS CASE [**]


 


I.              UNITED STATES
PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


II. INTERNATIONAL (NON-U.S.) PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


WO Application No. [**]


Entitled: [**]


 


21

















 


APPENDIX B


 


LIST OF PATENT APPLICATIONS AND PATENTS FOR THE PATENT RIGHTS CASE [**]
BACKGROUND


 


I.              UNITED STATES
PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Patent No. 6,323,339, Issued on November 27, 2001


Entitled: “Synthesis of Oligosaccharides, Reagents and Methods Related
Thereto”


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


II.            INTERNATIONAL
(NON-U.S.) PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


EPC Application No. [**]


Entitled: [**]


 


Japan Application No. [**]


Entitled: [**]


 


Canada Application No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


EPC Application No. [**]


Entitled:[**]


 


Japan Application No. [**]


Entitled: [**]


 


22

















 


Canada Application No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


WO Application No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


WO Application No. [**]


Entitled: [**]


 


23

















 


APPENDIX C


 


LIST OF PATENT APPLICATIONS AND PATENTS FOR
THE PATENT RIGHTS HEPARIN


 


I.              UNITED STATES
PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Serial No. [**]


Entitled: [**]


 


II.            INTERNATIONAL
(NON-U.S.) PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


EPC Application No. [**]


Entitled: [**]


 


Canada Application No. [**]


Entitled: [**]


 


24

















 


Japanese Application No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


EPC Application No. [**]


Entitled: [**]


 


Canada Application No. [**]


Entitled: [**]


 


Japanese Application No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


WO Application Serial No. [**]


Entitled [**]


 


M.I.T. CASE NO.[**]


Entitled: [**]


 


WO Application Serial No. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


WO Application Serial No.


[**] Entitled: [**]


 


25

















 


APPENDIX D


 


PATENT RIGHTS HEPARINASE


 


I.              UNITED STATES
PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. 5546


Entitled M.I.T. Case No. 5546, “The Heparinase Gene from Flavobacterium
Heparinum”, By Charles L. Cooney, Robert S. Langer, Jr., Kelley W. Moreman, and
Ram Sasisekharan


 


USA Patent No. 5714376, Issued February 3, 1998 Entitled “The
Heparinase Gene from Flavobacterium Heparinum”


 


USA Patent No. 5830726, Issued November 3, 1998 Entitled “Method for
Obtaining a Modified Heparinase Gene”


 


M.I.T. CASE NO. 5981


Entitled “Purification, Composition and Characterization of Heparinase
II from Flavobacterium Heparinum”


By Charles L. Cooney, Robert S. Langer, Jr., Robert Lindhardt, Daniel Lohse,
and Ram Sasisekharan


 


USA Patent No. 5389539, Issued February 14, 1995 Entitled “Purification,
Composition and Specificity of Heparnase I, II, and III from Flavobacterium
Heparinum”


 


USA Patent No. 5569600, Issued October 29, 1996 Entitled “Purification,
Composition and Specificity of Heparinase I, II & III from Flavobacterium
Heparinum”


 


II.            INTERNATIONAL
(NON-U.S.) PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled [**]


 


AT Patent No. [**].


BE Patent No. [**]


CH Patent No. [**]


DE Patent No. [**].


DK Patent No. [**]


ES Patent No. [**]


FR Patent No. [**]


GB Patent No. [**].


GR Patent No. [**]


IE Patent No. [**]


IT Patent No. [**]


LI Patent No. [**]


LU Patent No. [**]


MC Patent No. [**]


NL Patent No. [**]


SE Patent No. [**]


EP Patent No. [**]


All Entitled: [**]


 


CA Patent Application Serial No. [**]


Entitled:  [**]


 


JP Patent Application Serial No. [**]


Entitled:  [**]


 


M.I.T. CASE NO. [**]


Entitled [**]


 


26

















 


EP Patent No. [**]


Entitled:  [**]


 


CA Patent No. [**].


Entitled:  [**]


 


JP Patent Application Serial No. [**]


Entitled:  [**]


 


27

















 


APPENDIX E


 


LIST OF PATENT APPLICATIONS AND PATENTS FOR
THE PATENT RIGHTS MASSPEC


 


I.              UNITED STATES
PATENTS AND APPLICATIONS


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


USA Patent No. [**]


Entitled: [**]


 


28

















 


APPENDIX F


 


PCT Designating: [**].


 


29

















 


APPENDIX G


 


M.I.T. HOLDERS


 


 


	
   

  	
   

  	
   

  	
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  [**]

  



 


30

















 


EXHIBIT A1


 


CONFLICT AVOIDANCE STATEMENT


 


	
  Name:

  	
  Robert Langer 

  
	
   

  	
   

  
	
  Company:

  	
  Mimeon, Inc.

  
	
   

  	
   

  
	
  Address:

  	
  1000 Winter Street,
  Suite 3350

  Waltham, MA 02451-1215

  



 


Licensed Technology:


 


M.I.T. Case No. 5546

“The Heparinase Gene From Flavobacterium Heparinum”, by Charles L. Cooney,
Robert S. Langer, Jr., Kelley W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981

“Purification, Composition And Characterization Of Heparinase Ii From
Flavobacterium Heparium”, by Charles L. Cooney, Robert S. Langer, Jr., Robert
Lindhardt, Daniel Lohse, And Ram Sasisekharan


 


M.I.T. Case No. 6582

“A Method For The Mass Spectrometric Determination Of The Molecular Weight Of
Highly Acidic (and Basic) Organic And Biological Molecules”, by Klaus Biemann
and Peter Juhasz


 


M.I.T. Case No. 8066

“Heparinase II Selective For Heparan Sulfate Degradation”, by Dongfang Liu, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227

“Synthesis Of Oligosaccharides In Solution And On The Solid Support”, by
Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8350

“A Versatile Linker For The Solid-phase Synthesis Of Oligosaccharides And Small
Molecule Combinatorial Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448

“Method For Identifying Or Characterizing Properties Of Polymeric Units”, by
Nishla Keiser, Rahul Raman, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


M.I.T. Case No. 8606

“Novel Protecting Groups For The Synthesis Of Polysaccharides, Combinatorial
Libraries, And Natural Products”, by Stephen L. Buchwald, Obadiah J. Plante and
Peter H. Seeberger


 

















 


M.I.T. Case No. 8635”

A Method For Inhibiting Tumor Growth By Targeting Glycosaminoglycans”, by Yosuf
El-shabrawi, Kristen Holley, Dongfang Liu, Kevin Pojasek, Ram Sasisekharan,
Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8747

“A Novel Heparin Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei
Qi, Millikarjun Sandaram, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180

“Chemical Synthesis Of Defined Heparin Sequences In Solution And On Solid
Support”, by Hernan Orgueira, Peter Schell and Peter H. Seeberger


 


Because of the M.I.T.
license granted to the above company and my equity* position and continuing
relationship with this company, I acknowledge the potential for a possible
conflict of interest between the performance of research at M.I.T. and my
contractual or other obligations to this company. Therefore, I will not:


 


1)                         use
students at M.I.T. for research and development projects for the company;


 


2)                         restrict
or delay access to information from my M.I.T. research;


 


3)                         take
direct or indirect research support from the company in order to support my
activities at M.I.T.; or


 


4)                         employ
students at the company, except in accordance with Section 4.5.2, “Faculty and
Students,” in the Policies and Procedures Guide.


 


In addition, in order to
avoid the appearance of a conflict, I will attempt to differentiate clearly
between the intellectual directions of my M.I.T. research and my contributions
to the company. To that end, I will expressly inform my department
head/laboratory director annually of the general nature of my activities on
behalf of the company.


 


	
   

  	
   

  	
  Signed:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Date:

  	
  12/13/01

  
	
   

  	
   

  	
   

  	
   

  
	
  Approved by:

  	
  /s/
  Robert C Armstrong

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (print):

  	
  Robert
  C Armstrong

  	
   

  	
   

  
	
  (Dept.
  Head or Lab Dir)

  	
   

  	
   

  



 






* “Equity” includes
stock, options, warrants or other financial instruments convertible into stock,
which are directly or indirectly controlled by the inventor.


 


2

















 


EXHIBIT A2


 


CONFLICT AVOIDANCE STATEMENT


 


	
  Name:

  	
  Ram Sasisekharan 

  
	
   

  	
   

  
	
  Company:

  	
  Mimeon, Inc.

  
	
   

  	
   

  
	
  Address:

  	
  1000 Winter Street,
  Suite 3350

  Waltham, MA 02451-1215

  



 


Licensed Technology:


 


M.I.T. Case No. 5546

“The Heparinase Gene From Flavobacterium Heparinum”, by Charles L. Cooney,
Robert S. Langer, Jr., Kelley W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981

“Purification, Composition And Characterization Of Heparinase Ii From
Flavobacterium Heparinum”, by Charles L. Cooney, Robert S. Langer, Jr., Robert
Lindhardt, Daniel Lohse, And Ram Sasisekharan


 


M.I.T. Case No. 6582

“A Method For The Mass Spectrometric Determination Of The Molecular Weight Of
Highly Acidic (and Basic) Organic And Biological Molecules”, by Klaus Biemann
and Peter Juhasz


 


M.I.T. Case No. 8066

“Heparinase II Selective For Heparan Sulfate Degradation”, by Dongfang Liu, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227

“Synthesis Of Oligosaccharides In Solution And On The Solid Support”, by
Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8350

“A Versatile Linker For The Solid-phase Synthesis Of Oligosaccharides And Small
Molecule Combinatorial Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448

“Method For Identifying Or Characterizing Properties Of Polymeric Units”, by
Nishla Keiser, Rahul Raman, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


M.I.T. Case No. 8606

“Novel Protecting Groups For The Synthesis Of Polysaccharides, Combinatorial
Libraries, And Natural Products”, by Stephen L. Buchwald, Obadiah J. Plante and
Peter H. Seeberger


 


3

















 


M.I.T. Case No. 8635

“A Method For Inhibiting Tumor Growth By Targeting Glycosaminoglycans”, by
Yosuf El-shabrawi, Kristen Holley, Dongfang Liu, Kevin Pojasek, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8747

“A Novel Heparin Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei
Qi, Millikarjun Sandaram, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180

“Chemical Synthesis Of Defined Heparin Sequences In Solution And On Solid
Support”, by Hernan Orgueira, Peter Schell and Peter H. Seeberger


 


Because of the M.I.T.
license granted to the above company and my equity* position and continuing
relationship with this company, I acknowledge the potential for a possible
conflict of interest between the performance of research at M.I.T. and my
contractual or other obligations to this company. Therefore, I will not:


 


1)                         use
students at M.I.T. for research and development projects for the company;


 


2)                         restrict
or delay access to information from my M.I.T. research;


 


3)                         take
direct or indirect research support from the company in order to support my
activities at M.I.T.; or


 


4)                         employ
students at the company, except in accordance with Section 4.5.2. “Faculty and
Students,” in the Policies and Procedures Guide.


 


In addition, in order to
avoid the appearance of a conflict, I will attempt to differentiate clearly
between the intellectual directions of my M.I.T. research and my contributions
to the company. To that end, I will expressly inform my department
head/laboratory director annually of the general nature of my activities on
behalf of the company.


 


	
   

  	
   

  	
  Signed:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Date:

  	
  Dec 15th 01

  
	
   

  	
   

  	
   

  	
   

  
	
  Approved by:

  	
  /s/ Douglas D.
  Lauffenburger

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (print):

  	
  Douglas D. Lauffenburger

  	
   

  	
   

  
	
  (Dept.
  Head or Lab Dir)

  	
   

  	
   

  



 






* “Equity” includes
stock, options, warrants or other financial instruments convertible into stock,
which are directly or indirectly controlled by the inventor.


 


4

















 


EXHIBIT A3 


 


CONFLICT AVOIDANCE STATEMENT


 


	
  Name:

  	
  Ganesh Venkataraman

  
	
   

  	
   

  
	
  Company:

  	
  Mimeon, Inc.

  
	
   

  	
   

  
	
  Address:

  	
  1000 Winter Street, Suite 3350

  Waltham, MA 02451-1215

  



 


Licensed Technology:


 


M.I.T. Case No. 5546

“The Heparinase Gene From Flavobacterium Heparinum”, by Charles L. Cooney,
Robert S. Langer, Jr., Kelley W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981

“Purification, Composition And Characterization Of Heparinase Ii From
Flavobacterium Heparinum”, by Charles L. Cooney, Robert S. Langer, Jr., Robert
Lindhardt, Daniel Lohse, And Ram Sasisekharan


 


M.I.T. Case No. 6582

“A Method For The Mass Spectrometric Determination Of The Molecular Weight Of
Highly Acidic (and Basic) Organic And Biological Molecules”, by Klaus Biemann
and Peter Juhasz


 


M.I.T. Case No. 8066

“Heparinase II Selective For Heparan Sulfate Degradation”, by Dongfang Liu, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227

“Synthesis Of Oligosaccharides In Solution And On The Solid Support”, by
Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8350

“A Versatile Linker For The Solid-phase Synthesis Of Oligosaccharides And Small
Molecule Combinatorial Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448

“Method For Identifying Or Characterizing Properties Of Polymeric Units”, by
Nishla Keiser, Rahul Raman, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


M.I.T. Case No. 8606

“Novel Protecting Groups For The Synthesis Of Polysaccharides, Combinatorial
Libraries, And Natural Products”, by Stephen L. Buchwald, Obadiah J. Plante and
Peter H. Seeberger


 


5

















 


M.I.T. Case No. 8635

“A Method For Inhibiting Tumor Growth By Targeting Glycosaminoglycans”, by
Yosuf El-shabrawi, Kristen Holley, Dongfang Liu, Kevin Pojasek, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8747

“A Novel Heparin Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei
Qi, Mallikarjun Sundaram, Ram Susisekharan, Zachary Shriver and Ganesh
Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180

“Chemical Synthesis Of Defined Heparin Sequences In SolutionAnd On Solid
Support”, by Hernan Orgueira, Peter Schell and Peter H. Seeberger


 


Because of the M.I.T.
license granted to the above company and my equity * position and continuing
relationship with this company, I acknowledge the potential for a possible
conflict of interest between the performance of research at M.I.T. and my
contractual or other obligations to this company. Therefore, I will not;


 


1)                         use
students at M.I.T. for research and development projects for the company;


 


2)                         restrict
or delay access to information from my M.I.T. research;


 


3)                         take
direct or indirect research support from the company in order to support my
activities at M.I.T.; or


 


4)                         employ
students at the company, except in accordance with Section 4.5.2, “Faculty and
Students,” in the Policies and Procedures Guide.


 


In addition, in order to
avoid the appearance of a conflict, I will attempt to differentiate clearly
between the intellectual directions of my M.I.T. research and my contributions
to the company. To that end, I will expressly inform my department
head/laboratory director annually of the general nature of my activities on
behalf of the company.


 


	
   

  	
   

  	
  Signed:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Date:

  	
  12/13/01

  
	
   

  	
   

  	
   

  	
   

  
	
  Approved by:

  	
  /s/ R. Sasisekharan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (print):

  	
  R. Sasisekharan

  	
   

  	
   

  
	
  (Dept.
  Head or Lab Dir)

  	
   

  	
   

  



 






* “Equity” includes
stock, options, warrants or other financial instruments convertible into stock,
which are directly or indirectly controlled by the inventor.


 


6

















 


EXHIBIT B1


 


INVENTOR/AUTHOR ACKNOWLEDGMENT

OF NO EQUITY DISTRIBUTION

Form Version 8/22/01


 


In partial
reliance on the undersigned’s execution of this Acknowledgment, M.I.T. has
entered into the license agreement to which this Acknowledgment is attached
(the “LICENSE”) in which COMPANY received certain licenses to the technology
listed below, on some or all of which the undersigned is a listed inventor or
author. The undersigned, independently of the LICENSE, has received or will
soon acquire equity in Mimeon, Inc. (“COMPANY”), and, in accordance with M.I.T.’s
licensing policies contained in M.I.T.’s Guide
to the Ownership, Distribution and Commercial Development of M.I.T. Technology,
as that policy may be amended from time to time (specifically §4.2.5
as of this Form Version date), the undersigned, on his/her own behalf and on
behalf of his/her heirs and assigns, acknowledges and agrees that he/she has no
right to receive any share of equity income received by M.I.T. in consideration
for the LICENSE.


 


Technology
Licensed as of the EFFECTIVE DATE of the LICENSE:


 


M.I.T. Case No. 5546

“The Heparinase Gene From Flavobacterium Heparinum”, by Charles L. Cooney,
Robert S. Langer, Jr., Kelley W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981

“Purification, Composition And Characterization Of Heparinase Ii From
Flavobacterium Heparinum”, by Charles L. Cooney, Robert S. Langer, Jr., Robert
Lindbardt, Daniel Lohse, And Ram Sasisekharan


 


M.I.T. Case No. 6582

“A Method For The Mass Spectrometric Determination Of The Molecular Weight Of
Highly Acidic (and Basic) Organic And Biological Molecules”, by Klaus Biemann
and Peter Juhasz


 


M.I.T. Case No. 8066

“Heparinase II Selective For Heparan Sulfate Degradation”, by Dongfang Liu, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227

“Synthesis Of Oligosaccharides In Solution And On The Solid Support”, by
Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8350

“A Versatile Linker For The Solid-phase Synthesis Of Oligosaccharides And Small
Molecule Combinatorial Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448

“Method For Identifying Or Characterizing Properties Of Polymeric Units”, by
Nishla Keiser, Rahul Raman, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


7

















 


M.I.T. Case No. 8606

“Novel Protecting Groups For The Synthesis Of Polysaccharides, Combinatorial
Libraries, And Natural Products”, by Stephen L. Buchwald, Obadiah J. Plante and
Peter H. Seeberger


 


M.I.T. Case No, 8635

“A Method For Inhibiting Tumor Growth By Targeting Glycosaminoglycans”, by
Yosuf El-shabrawi, Kristen Holley, Dongfang Liu, Kevin Pojasek, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8747

“A Novel Heparin Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei
Qi, Mallikarjun Sundaram, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180

“Chemical Synthesis Of Defined Heparin Sequences in Solution And On Solid
Support”, by Hernan Orgueira, Peter Schell and Peter H. Seeberger;


 


 


	
  Witness:

  	
   Ilda Thompson

  	
   

  	
  Signed:

  	
   /s/ Robert Langer

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   Robert Langer

  	
   

  
	
   

  	
   

  	
  Date:

  	
   12/13/01

  	
   

  
								



 


8

















 


EXHIBIT B2


 


INVENTOR/AUTHOR ACKNOWLEDGMENT

OF NO EQUITY DISTRIBUTION

Form Version 8/22/01


 


In partial
reliance on the undersigned’s execution of this Acknowledgment, M.I.T. has
entered into the license agreement to which this Acknowledgment is attached
(the “LICENSE”) in which COMPANY received certain licenses to the technology
listed below, on some or all of which the undersigned is a listed inventor or
author. The undersigned, independently of the LICENSE, has received or will
soon acquire equity in Mimeon, Inc. (“COMPANY”), and, in accordance with M.I.T.’s
licensing policies contained in M.I.T.’s Guide
to the Ownership, Distribution and Commercial Development of M.I.T. Technology,
as that policy may be amended from time to time (specifically §4.2.5
as of this Form Version date), the undersigned, on his/her own behalf and on
behalf of his/her heirs and assigns, acknowledges and agrees that he/she has no
right to receive any share of equity income received by M.I.T. in consideration
for the LICENSE.


 


Technology
Licensed as of the EFFECTIVE DATE of the LICENSE:


 


M.I.T. Case No. 5546

“The Heparinase Gene From Flavobacterium Heparinum”, by Charles L. Cooney,
Robert S. Langer, Jr., Kelley W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981

“Purification, Composition And Characterization Of Heparinase Ii From
Flavobacterium Heparinum”, by Charles L. Cooney, Robert S. Langer, Jr., Robert
Lindhardt, Daniel Lohse, And Ram Sasisekharan


 


M.I.T. Case No. 6582

“A Method For The Mass Spectrometric Determination Of The Molecular Weight Of
Highly Acidic (and Basic) Organic And Biological Molecules”, by Klaus Biemann
and Peter Juhasz


 


M.I.T. Case No. 8066

“Heparinase II Selective For Heparan Sulfate Degradation”, by Dongfang Liu, Ram
Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227

“Synthesis Of Oligosaccharides In Solution And On The Solid Support”, by
Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8350

“A Versatile Linker For The Solid-phase Synthesis Of Oligosaccharides And Small
Molecule Combinatorial Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448

“Method For Identifying Or Characterizing Properties Of Polymeric Units”, by
Nishla Keiser, Rahul Raman, Ram Sasisekharan, Zachary Shriver and Ganesh
Venkataraman


 


9

















 


M.I.T. Case No. 8606


“Novel Protecting Groups
For The Synthesis Of Polysaccharides, Combinatorial Libraries, And Natural
Products”, by Stephen L. Buchwald, Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8635


“A Method For Inhibiting
Tumor Growth By Targeting Glycosaminoglycans”, by Yosuf El-shabrawi, Kristen
Holley, Dongfang Liu, Kevin Pojasek, Ram Sasisekharan, Zachary Shriver and
Ganesh Venkataraman


 


M.I.T. Case No. 8747


“A Novel Heparin
Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei Qi, Mallikarjun
Sundaram, Ram Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180

“Chemical Synthesis Of Defined Heparin Sequences In Solution And On Solid
Support”, by Hernan Orgueria, Peter Schell and Peter H. Seeberger


 


 


	
  Witness:

  	
   [ILLEGIBLE]

  	
   

  	
  Signed:

  	
   /s/ Ram
  Sasisekharan

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   Ram Sasisekharan

  	
   

  
	
   

  	
   

  	
  Date:

  	
   Dec 13th 01

  	
   

  
								



 


10

















 


EXHIBIT B3


 


INVENTOR/AUTHOR ACKNOWLEDGMENT

OF NO EQUITY DISTRIBUTION

Form Version 8/22/01


 


In partial
reliance on the undersigned’s execution of this Acknowledgment, M.I.T. has
entered into the license agreement to which this Acknowledgment is attached
(the “LICENSE”) in which COMPANY received certain licenses to the technology
listed below, on some or all of which the undersigned is a listed inventor or
author. The undersigned, independently of the LICENSE, has received or will
soon acquire equity in Mimeon, Inc. (“COMPANY”), and, in accordance with M.I.T.’s
licensing policies contained in M.I.T.’s Guide
to the Ownership, Distribution and Commercial Development of M.I.T. Technology,
as that policy may be amended from time to time (specifically §4.2.5
as of this Form Version date), the undersigned, on his/her own behalf and on
behalf of his/her heirs and assigns, acknowledges and agrees that he/she has no
right to receive any share of equity income received by M.I.T. in consideration
for the LICENSE.


 


Technology
Licensed as of the EFFECTIVE DATE of the LICENSE:


 


M.I.T. Case No. 5546


“The Heparinase Gene From
Flavobacterium Heparinum”, by Charles L. Cooney, Robert S. Langer, Jr., Kelley
W. Moreman, And Ram Sasisekharan


 


M.I.T. Case No. 5981


“Purification,
Composition And Characterization Of Heparinase Ii From Flavobacterium Heparinum”,
by Charles L. Cooney, Robert S. Langer, Jr., Robert Lindhardt, Daniel Lohse,
And Ram Sasisekharan


 


M.I.T. Case No. 6582


“A Method For The Mass
Spectrometric Determination Of The Molecular Weight Of Highly Acidic (and Basic)
Organic And Biological Molecules”, by Klaus Biemann and Peter Juhasz


 


M.I.T. Case No. 8066


“Heparinase II Selective
For Heparan Sulfate Degradation”, by Dongfang Liu, Ram Sasisekharan, Zachary
Shriver and Ganesh Venkataraman


 


M.I.T. Case No. 8227


“Synthesis Of
Oligosaccharides In Solution And On The Solid Support”, by Obadiah J. Plante
and Peter H. Seeberger


 


M.I.T. Case No. 8350


“A Versatile Linker For
The Solid-phase Synthesis Of Oligosaccharides And Small Molecule Combinatorial
Libraries”, by Rodrigo B. Andrade and Peter H. Seeberger


 


[**]


 


M.I.T. Case No. 8448


“Method For Identifying
Or Characterizing Properties Of Polymeric Units”, by Nishla Keiser, Rahul
Raman, Ram Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


11

















 


M.I.T. Case No. 8606


“Novel Protecting Groups
For The Synthesis Of Polysaccharides, Combinatorial Libraries, And Natural
Products”, by Stephen L. Buchwald, Obadiah J. Plante and Peter H. Seeberger


 


M.I.T. Case No. 8635


“A Method For Inhibiting
Tumor Growth By Targeting Glycosaminoglycans”, by Yosuf El-shabrawi, Kristen
Holley, Dongfang Liu, Kevin Pojasek, Ram Sasisekharan, Zachary Shriver and
Ganesh Venkataraman


 


M.I.T. Case No. 8747


“A Novel Heparin
Monitoring And Delivery Technology”, by Dongfang Liu, Yeiwei Qi, Mallikarjun
Sundaram, Ram Sasisekharan, Zachary Shriver and Ganesh Venkataraman


 


[**]


 


[**]


 


M.I.T. Case No. 9180


“Chemical Synthesis Of
Defined Heparin Sequences In Solution And On Solid Support”, by Hernan
Orgueira, Peter Schell and Peter H. Seeberger


 


 


	
  Witness:

  	
   [ILLEGIBLE]

  	
   

  	
  Signed:

  	
   /s/ Ganesh
  Venkataraman

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   Ganesh
  Venkataraman

  	
   

  
	
   

  	
   

  	
  Date:

  	
   12/13/01

  	
   

  
								



 


12

















 


EXHIBIT C


 


December
31, 2001


 


Mimeon, Inc.

1000 Winter Street, Suite 3350

Waltham, MA 02154


 


Re: Purchase of
Common Stock


 


Gentlemen:


 


This investment
letter is executed by the Massachusetts Institute of Technology, a
Massachusetts corporation (“M.I.T.”), and delivered to Mimeon, Inc., a Delaware
corporation (the “Company”), in connection with M.I.T.’s acquisition of shares
(the “Shares”) of the common stock, $.0001 par value per share, of the Company.


 


M.I.T. understands
that the Shares have not been registered under the federal Securities Act of
1933, as amended (the “Act”), or registered or qualified under the securities
or “Blue Sky” laws of any jurisdiction, and are being sold pursuant to
exemptions contained in the Act and exemptions contained in other applicable
securities or “Blue Sky” laws. M.I.T. understands further that the Company’s
reliance on these exemptions is based in part on the representations made in
this letter. In this connection, M.I.T. represents and warrants that the offer
and sale of the Shares were made solely in the Commonwealth of Massachusetts.


 


M.I.T. is
acquiring the Shares for M.I.T.’s own account for investment, and not for, with
a view to, or in connection with the resale or distribution thereof. M.I.T. has
no present intention to sell, hypothecate, distribute or otherwise transfer any
of the Shares or any interest therein. The nature and amount of M.I.T.’s
investment in the Shares are consistent with M.I.T.’s investment objectives,
abilities, and resources. M.I.T. understands that the Shares are illiquid
assets, which will not become freely transferable by reason of any “change of
circumstances” whatsoever. M.I.T. has adequate means of providing for its
current needs and possible contingencies and has no need for liquidity in its
investment.


 


M.I.T. understands
that the Shares will constitute “restricted securities” within the meaning of
Rule 144 promulgated under the Act and that, as such, the Shares must be held
indefinitely unless it is subsequently registered under the Act or unless an
exemption from the registration requirements thereof is available. M.I.T. has
been advised that Rule 144, which permits the resale, subject to various terms
and conditions, of small amounts of such “restricted securities” after they
have been held for one year, does not now apply to the Company, because the
Company is not now required to file, and does not file, current reports under
the Securities Exchange Act of 1934, and because information concerning the
Company substantially equivalent to that which would be available if the
Company were required to file such reports is not now publicly available. The
Company may become a reporting entity at some future date, but no assurance can
be given that it will do so.


 


In connection with
M.I.T.’s purchase of the Shares, M.I.T. accepts the condition that the Company
will maintain “stop transfer” orders with respect to the Shares and that each
certificate


 

















 


or other document
evidencing the Shares will bear conspicuous legends in substantially the
following form:


 


The securities
represented by this certificate have not been registered under the Securities
Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to the
securities under such Act or an opinion of counsel reasonably satisfactory to
the Corporation that such registration is not required.


 


The securities
represented by this certificate have been acquired for investment and have not
been registered or qualified under the securities or “Blue Sky” laws of any
jurisdiction. They may not be offered or sold without an opinion of counsel to
the Corporation to the effect that the proposed transaction will be exempt from
registration, qualification and filings in all applicable jurisdictions.


 


The Corporation is
authorized to issue more than one class of stock. The powers, designations,
preferences and relative participating, optional or other special rights, and
the qualifications, limitations or restrictions of such preferences and/or
rights of each class of stock or series of any class are set forth in the
Certificate of Incorporation of the Corporation. The Corporation will furnish a
copy of the Certificate of Incorporation of the Corporation to the holder
hereof without charge upon written request.


 


The sale or other disposition
of any of the securities represented by this certificate is restricted by a
Right of First Refusal and Co-Sale Agreement, as amended from time to time, by
and among the registered owner of this certificate, the Corporation and certain
other stockholders of the Corporation. The Corporation will furnish a copy of
this agreement to the holder hereof without charge upon written request.


 


The securities
represented by this certificate are subject to one or more Voting Agreements,
each as amended from time to time, by and among the registered owner of this
certificate, the Corporation and certain other stockholders of the Corporation.
The Corporation will furnish a copy of the Voting Agreement(s) to the holder
hereof without charge upon written request.


 


2

















 


M.I.T.
acknowledges that the Company has granted M.I.T. and its attorney or accountant
access to all information about the Company which they have requested and has
offered them access to all further information which they deemed relevant to an
investment decision with respect to the Shares. M.I.T. and its attorney or
accountant have had the opportunity to ask questions of, and receive answers
from, representatives of the Company concerning such information and the
Company’s financial condition and prospects.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MASSACHUSETTS INSTITUTE
  OF

  TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lita Nelsen

  	
   

  
	
   

  	
  Name:

  	
  Lita L Nelsen

  
	
   

  	
  Title:

  	
  Director, Technology
  Licensing Office

  
					



 


3

















 


February
     , 2002


 


Mimeon, Inc.

1000 Winter Street, Suite 3350

Waltham, MA 02154


 


Re: Purchase of Common
Stock 


 


Gentlemen:


 


This investment
letter is executed and delivered to Mimeon, Inc., a Delaware corporation (the “Company”),
in connection with my acquisition of shares (the “Shares”) of the common stock,
$.0001 par value per share, of the Company.


 


I understand that
the Shares have not been registered under the federal Securities Act of 1933,
as amended (the “Act”), or registered or qualified under the securities or “Blue
Sky” laws of any jurisdiction, and are being sold pursuant to exemptions
contained in the Act and exemptions contained in other applicable securities or
“Blue Sky” laws. I understand further that the Company’s reliance on these
exemptions is based in part on the representations made in this letter. In this
connection, I represent and warrant that the offer and sale of the Shares were
made solely in the state shown in the address set forth below.


 


I am acquiring the
Shares for my own account for investment, and not for, with a view to, or in
connection with the resale or distribution thereof. I have no present intention
to sell, hypothecate, distribute or otherwise transfer any of the Shares or any
interest therein. The nature and amount of my investment in the Shares are
consistent with my investment objectives, abilities, and resources. I
understand that the Shares are illiquid assets, which will not become freely
transferable by reason of any “change of circumstances” whatsoever. I have
adequate means of providing for my current needs and possible contingencies and
have no need for liquidity in my investment.


 


I understand that
the Shares will constitute “restricted securities” within the meaning of Rule
144 promulgated under the Act and that, as such, the Shares must be held
indefinitely unless it is subsequently registered under the Act or unless an
exemption from the registration requirements thereof is available. I have been
advised that Rule 144, which permits the resale, subject to various terms and
conditions, of small amounts of such “restricted securities” after they have
been held for one year, does not now apply to the Company, because the Company
is not now required to file, and does not file, current reports under the
Securities Exchange Act of 1934, and because information concerning the Company
substantially equivalent to that which would be available if the Company were
required to file such reports is not now publicly available. The Company may
become a reporting entity at some future date, but no assurance can be given
that it will do so.


 


In connection with
my purchase of the Shares, I accept the condition that the Company will
maintain “stop transfer” orders with respect to the Shares and that each
certificate or other


 

















 


document evidencing the
Shares will bear conspicuous legends in substantially the following form:


 


The securities
represented by this certificate have not been registered under the Securities
Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to the
securities under such Act or an opinion of counsel reasonably satisfactory to
the Corporation that such registration is not required.


 


The securities represented
by this certificate have been acquired for investment and have not been
registered or qualified under the securities or “Blue Sky” laws of any
jurisdiction. They may not be offered or sold without an opinion of counsel to
the Corporation to the effect that the proposed transaction will be exempt from
registration, qualification and filings in all applicable jurisdictions.


 


The Corporation is
authorized to issue more than one class of stock. The powers, designations,
preferences and relative participating, optional or other special rights, and
the qualifications, limitations or restrictions of such preferences and/or
rights of each class of stock or series of any class are set forth in the
Certificate of Incorporation of the Corporation. The Corporation will furnish a
copy of the Certificate of Incorporation of the Corporation to the holder
hereof without charge upon written request.


 


The sale or other
disposition of any of the securities represented by this certificate is
restricted by a Right of First Refusal and Co-Sale Agreement, as amended from
time to time, by and among the registered owner of this certificate, the
Corporation and certain other stockholders of the Corporation. The Corporation
will furnish a copy of this agreement to the holder hereof without charge upon
written request.


 


2

















 


The securities
represented by this certificate are subject to one or more Voting Agreements,
each as amended from time to time, by and among the registered owner of this
certificate, the Corporation and certain other stockholders of the Corporation.
The Corporation will furnish a copy of the Voting Agreement(s) to the holder
hereof without charge upon written request.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Klaus Biemann,
  Trustee

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Klaus Biemann, Trustee
  of

  	
   

  
	
   

  	
  the Klaus Biemann
  Revocable

  	
   

  
	
   

  	
  Trust, u/a/d 18/12/1989

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  P. O. Box 345

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Alton Bay

  	
  NH

  	
  03810

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  dated February 27, 2002

  	
   

  



 


3

















 


February        ,
2002


 


Mimeon, Inc.

1000 Winter Street, Suite 3350

Waltham, MA 02154


 


Re: Purchase of Common
Stock 


 


Gentlemen:


 


This investment
letter is executed and delivered to Mimeon, Inc., a Delaware corporation (the “Company”),
in connection with my acquisition of shares (the “Shares”) of the common stock,
$.0001 par value per share, of the Company.


 


I understand that
the Shares have not been registered under the federal Securities Act of 1933,
as amended (the “Act”), or registered or qualified under the securities or “Blue
Sky” laws of any jurisdiction, and are being sold pursuant to exemptions
contained in the Act and exemptions contained in other applicable securities or
“Blue Sky” laws. I understand further that the Company’s reliance on these
exemptions is based in part on the representations made in this letter. In this
connection, I represent and warrant that the offer and sale of the Shares were
made solely in the state shown in the address set forth below.


 


I am acquiring the
Shares for my own account for investment, and not for, with a view to, or in
connection with the resale or distribution thereof. I have no present intention
to sell, hypothecate, distribute or otherwise transfer any of the Shares or any
interest therein. The nature and amount of my investment in the Shares are
consistent with my investment objectives, abilities, and resources. I
understand that the Shares are illiquid assets, which will not become freely
transferable by reason of any “change of circumstances” whatsoever. I have
adequate means of providing for my current needs and possible contingencies and
have no need for liquidity in my investment.


 


I understand that
the Shares will constitute “restricted securities” within the meaning of Rule
144 promulgated under the Act and that, as such, the Shares must be held
indefinitely unless it is subsequently registered under the Act or unless an
exemption from the registration requirements thereof is available. I have been
advised that Rule 144, which permits the resale, subject to various terms and
conditions, of small amounts of such “restricted securities” after they have
been held for one year, does not now apply to the Company, because the Company
is not now required to file, and does not file, current reports under the
Securities Exchange Act of 1934, and because information concerning the Company
substantially equivalent to that which would be available if the Company were
required to file such reports is not now publicly available. The Company may
become a reporting entity at some future date, but no assurance can be given
that it will do so.


 


In connection with
my purchase of the Shares, I accept the condition that the Company will
maintain “stop transfer” orders with respect to the Shares and that each
certificate or other


 

















 


document evidencing the
Shares will bear conspicuous legends in substantially the following form:


 


The securities
represented by this certificate have been acquired for investment and have not
been registered under the Securities Act of 1933. Such securities may not be
sold, transferred, pledged or hypothecated unless the registration provisions
of said Act have been complied with or unless the Corporation has received an
opinion of counsel reasonably satisfactory to the Corporation that such
registration is not required.


 


The securities
represented by this certificate have been acquired for investment and have not
been registered or qualified under the securities or “Blue Sky” laws of any
jurisdiction. Such securities may not be sold, transferred, pledged or
hypothecated unless the registration, qualification and filing requirements of
all applicable jurisdictions have been satisfied or the Corporation has
received an opinion of counsel reasonably satisfactory to the Corporation that
the proposed transaction will be exempt from registration, qualification and
filings in all such jurisdictions.


 


The Corporation is
authorized to issue more than one class of stock. The powers, designations,
preferences and relative participating, optional or other special rights, and
the qualifications, limitations or restrictions of such preferences and/or
rights of each class of stock or series of any class are set forth in the
Certificate of Incorporation of the Corporation. The Corporation will furnish a
copy of the Certificate of Incorporation of the Corporation to the holder
hereof without charge upon written request.


 


The sale or other
disposition of any of the securities represented by this certificate is
restricted by a Right of First Refusal and Co-Sale Agreement, as amended from
time to time, by and among the registered owner of this certificate, the
Corporation and certain other stockholders of the Corporation. The Corporation
will furnish a copy of this agreement to the holder hereof without charge upon
written request.


 


The securities
represented by this certificate are subject to one or more Voting Agreements,
each as amended from time to time, by and among the registered owner of this
certificate, the Corporation and certain other stockholders of the Corporation.
The Corporation will furnish a copy of the Voting Agreement(s) to the holder
hereof without charge upon written request.


 


2

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rodrigo. B. Andrade

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rodrigo. B. Andrade

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  16 Broadway # 8

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Somerville,

  	
  MA.

  	
  02145

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


3

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stephen L. Buchwald

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stephen L. Buchwald

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  25 Lancaster Rd

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Newton

  	
  MA

  	
  02458

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


4

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Charles L. Cooney

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Charles L. Cooney

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  35 Chestnut Place

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Brookline,

  	
  MA

  	
  02445

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


5

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Yosuf El-Shabrawi

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Yosuf El-Shabrawi

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mittergrabenweg 74

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Graz

  	
  Austria

  	
  8010

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


6

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kristine Holley

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kristine Holley

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  21 Temple St. Unit #8

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Boston

  	
  MA

  	
  02114

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  120.52.5366

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


7

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter Juhasz

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter Juhasz

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  13 Pinewood Ave

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Natick

  	
  MA

  	
  01760

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


8

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nishla Keiser

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nishla Keiser

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  290 Mass Ave

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02139

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  020641255

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


9

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert J. Linhardt

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert J. Linhardt

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1422 Plum St

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Iowa City,

  	
   IA

  	
  52240

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  135385839

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


10

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dongfang Liu

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dongfang Liu

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  16 Merriam Road

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Framingham,

  	
  MA,

  	
  01701

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


11

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Daniel L. Lohse

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Daniel L. Lohse

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6301 Almeda Road, #111

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Houston

  	
  TX

  	
  77021

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


12

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kelley Moremen

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kelley Moremen

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  745 Kings Rd

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Athens

  	
  GA

  	
  30606

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


13

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Hernán Antonio
  Orgueira

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Hernán Antonio Orgueira

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  60 Ellery St Ap # 9

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02138

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


14

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Obadiah J. Plante

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Obadiah Plante

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  352 Cabot St

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Beverly

  	
  MA

  	
  01915

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


15

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kevin Pojasek

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kevin Pojasek

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  26 Inman St #3C

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge,

  	
  MA

  	
  02139

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


16

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


17

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rahul Raman

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rahul Raman

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  101 Western Avenue #43

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02139

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


18

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter Schell

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter Schell

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  750 Tremont St. #8

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Boston

  	
  MA

  	
  02118

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


19

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter H. Seeberger

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter H. Seeberger

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  100 Memorial Drive
  #2-19A

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02142

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


20

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Zachary Shriver

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Zachary Shriver

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  26 Inman St. Apt. 3C

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02139

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


21

















 


I acknowledge that the
Company has granted me and my attorney or accountant access to all information
about the Company which we have requested and has offered each of us access to
all further information which we deemed relevant to an investment decision with
respect to the Shares. I and my attorney or accountant have had the opportunity
to ask questions of, and receive answers from, representatives of the Company
concerning such information and the Company’s financial condition and
prospects.


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mallikarjun
  Sundaram

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mallikarjun Sundaram

  	
   

  
	
   

  	
  Name (Printed)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  16-560, MIT, 77,
  Massachusetts Ave.

  	
   

  
	
   

  	
  Street Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cambridge

  	
  MA

  	
  02139

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ###-##-####

  	
   

  
	
   

  	
  Social Security Number

  	
   

  



 


22

















 


EXHIBIT D


 


FIRST
AMENDMENT TO

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT


 


This First
Amendment to Right of First Refusal and Co-Sale Agreement dated as of December
31, 2001 (this “Amendment”), is made by and among (i) Mimeon, Inc., a Delaware
corporation (the “Company”); (ii) Massachusetts Institute of Technology, a
Massachusetts not-for-profit corporation (“MIT”); (iii) the persons and
entities listed on Schedule I (collectively, the “MIT Holders”); (iv)
the persons and entities listed on Schedule 2 (collectively, the “Purchasers”);
and (v) the persons listed on Schedule 3 (collectively, the “Original
Founders”).


 


WHEREAS, on August
16, 2001, the Company, the Purchasers and the Founders entered into a Right of
First Refusal and Co-Sale Agreement (the “Original Agreement”) which, among
other things, restricts the rights of the Founders to transfer their shares of
Company stock under certain circumstances;


 


WHEREAS,
simultaneously with execution of this Amendment, the Company and MIT are
entering into an Exclusive Patent License Agreement (the “MIT License Agreement”),
pursuant to which MIT is granting certain intellectual property rights to the
Company and the Company is issuing shares of Company stock to MIT and the MIT
Holders; and


 


WHEREAS, the
Company desires that the shares of Company stock held by MIT and the MIT
holders be subject to certain transfer restrictions and it is a condition
precedent to the Company’s obligations under the MIT License Agreement that MIT
and the MIT Holders enter into this Amendment;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth herein, and
for other good and valuable consideration, the parties hereto hereby agree as
follows:


 


1.         Definitions.
The Original Agreement is hereby amended to provide that the term “Founder”
shall mean any Original Founder, MIT Holder or MIT, individually, and the term “Founders”
shall mean the Original Founders, the MIT Holders and MlT, collectively.


 


2.         Lock-Up.
Section 2 of the Original Agreement is hereby amended by adding the following
subsection immediately after subsection 2.3:


 


2.4       Lock-Up.
Each Founder agrees that for a period of up to 180 days from the effective date
of any registration of securities of the Company (upon request of the Company
or the underwriters managing any underwritten offering of the Company’s
securities), he will not sell, make any short sale or loan of, grant any option
for the purchase of, or otherwise dispose of any Shares held by him without the
prior written consent of the Company or such underwriters, as the case may be.


 


2.         MIT
and MIT Holders Bound. MIT and the MIT Holders hereby agree to be bound by
all of the terms and provisions of the Original Agreement (as amended hereby
and as it may be amended hereafter in accordance with its terms).


 

















 


3.         Ratification.
The Original Agreement, as amended hereby, is hereby ratified and confirmed in
all respects and shall continue in full force and effect. The Original
Agreement shall, together with this Amendment, be read and construed as a
single agreement.


 


4.         Governing
Law. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of The Commonwealth of Massachusetts without regard
to its principles of conflicts of laws.


 


5.         Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.


 


[Remainder of page intentionally left blank.]


 


2

















 


IN WITNESS
WHEREOF, the parties have executed this First Amendment to Right of First
Refusal and Co-Sale Agreement as an instrument under seal as of the date first
written above.


 


	
   

  	
  MIMEON, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ganesh Venkataraman

  
	
   

  	
   

  	
  Ganesh Venkataraman

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C, its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS FOUNDERS’

  
	
   

  	
  FUND III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS

  
	
   

  	
  ENTREPRENEURS’ FUND
  III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert M. Metcalfe

  
	
   

  	
  Robert M. Metcalfe

  
					



 


3

















 


	
   

  	
   

  	
  MASSACHUSETTS INSTITUTE
  OF

  
	
   

  	
   

  	
  TECHNOLOGY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lita L. Nelsen 

  
	
   

  	
   

  	
  Name:

  	
   Lita L. Nelsen

  
	
   

  	
   

  	
  Title:

  	
   Director,
  Technology Licensing Center

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOUNDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ram Sasisekharan

  	
   

  	
  /s/ Robert S. Langer,
  Jr.

  
	
  Ram Sasisekharan

  	
   

  	
  Robert S. Langer, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ganesh Venkataraman

  	
   

  	
   

  
	
  Ganesh Venkataraman

  	
   

  	
   

  
					



 


4

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 13th day of Feb. 2002.


 


 


	
   

  	
  Rodrigo B. Andrade

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  R.B.A.

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  16 Broadway #8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Somerville, MA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  02145

  	
   

  



 


5

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties named
therein (the “Amendment”), (ii) that it is a party to the Amendment for all
purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 27th
day of February, 2002.


 


 


	
   

  	
  Klaus Biemann, Trustee

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Klaus Biemann,
  Trustee

  	
   

  
	
  Klaus Biemann, Trustee

  	
  (signature)

  	
   

  
	
  of the Klaus Biemann

  	
   

  	
   

  
	
  Revocable Trust, u/e/d
  18/12/1989

  	
  Address:

  	
  P. O. Box 345

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alton Bay, NH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  03810

  	
   

  



 


6

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 24th day of January, 2002.


 


	
   

  	
  Stephen L. Buchwald

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stephen L. Buchwald

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  25 Lancaster Rd

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Newton, MA 02458

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


7

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this       
day of                      ,
2002.


 


	
   

  	
  Charles L. Cooney

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Charles L. Cooney

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  35 Chestnut Place

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brookline, MA 02445

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


8

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 4th
day of Feb., 2002.


 


 


	
   

  	
  Yosuf El-Shabrawi

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Yosuf El-Shabrawi

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Mittergrabenweg 74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8010 GRAZ

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Austria

  	
   

  



 


9

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 22
day of January, 2002.


 


 


	
   

  	
  Kristine Holley

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kristine Holley

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  21 Temple St. Unit #8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Boston, MA 02114

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


10

















 


MIMEON, INC.


 


First Amendment to 

Right or First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for all
purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 27
day of Jan., 2002.


 


 


	
   

  	
  Peter Juhasz

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter Juhasz

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  13 Pinewood Ave

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Natick, MA 01760

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


11

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 29 day of Jan., 2002.


 


 


	
   

  	
  Nishla Keiser

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nishla Keiser

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  290
  Mass Ave

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge,
  Ma 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


12

















 


MIMEON, INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 22
day of January, 2002.


 


 


	
   

  	
  Robert J. Linhardt

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Linhardt

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Professor
  University of IA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1422
  Plum St

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Iowa
  City, IA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  52240

  	
   

  
						



 


13

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT
Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 22 day of January, 2002.


 


 


	
   

  	
  Dongfang Liu

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dongfang Liu

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  16
  Merriam Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Framingham, MA 01701

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


14

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT
Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 24th day of January, 2002.


 


	
   

  	
  Daniel L. Lohse

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Daniel L. Lohse

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  6301
  Almeda Road, #111

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Houston, TX 77021

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


15

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT
Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 29 day of January, 2002.


 


 


	
   

  	
  Kelley Moremen

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kelley Moremen

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  745
  Kings Rd

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Athens, GA 30606

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


16

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 25
day of January, 2002.


 


 


	
   

  	
  Hernán Antonio Orgueira

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Hernán Antonio
  Orgueira

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Ellery St. Ap #3 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA, 02138

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


17

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the Amendment.


 


EXECUTED this 31
day of January, 2002.


 


 


	
   

  	
  Obadiah Plante

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Obadiah Plante

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  352
  Cabot St.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beverly MA 01915

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


18

















 


MIMEON, INC.


 


First Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 23
day of Jan, 2002.


 


 


	
   

  	
  Kevin Pojasek

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kevin Pojasek

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  26
  Inman #3C

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 62139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


19

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the
Massachusetts Institute of Technology and the other parties named therein (the “Amendment”),
(ii) that it is a party to the Amendment for all purposes and (iii) that it is
bound by all terms and conditions of the Amendment.


 


EXECUTED this            
day of              ,
2002.


 


 


	
   

  	
  Yiwei Qi

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Yiwei Qi

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  26 Suffolk St. Apt 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  02139

  	
   

  



 


20

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this
Wednesday of Jan 30, 2002.


 


 


	
   

  	
  Rahul Raman

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rahul Raman

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Western Avenue, #43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


21

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 1st
day of February, 2002.


 


 


	
   

  	
  Peter Schell

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter Schell

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  750 Tremont St. #8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Boston, MA 02118

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


22

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 16th
day of February, 2002.


 


 


	
   

  	
  Peter H. Seeberger

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter H. Seeberger

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  100 Memorial Drive
  #2-19A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02142

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


23

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 11
day of Feb, 2002.


 


 


	
   

  	
  Zachary Shriver

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Zachary Shriver

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  26 Inman St Apt. 3C

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


24

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 10
day of FEB, 2002.


 


 


	
   

  	
  Mallikarjun Sundaram

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mallikarjun
  Sundaram

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  16-560, MIT,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  77, Massachusetts
  Avenue,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA-02139

  	
   

  



 


25

















 


Schedule
1


 


Names of MIT Holders


 


Rodrigo B. Andrade 

Klaus Biemann 

Stephen L. Buchwald 

Charles L. Cooney 

Yosuf El-Shabrawi 

Kristine Holley 

Peter Juhasz 

Nishla Keiser 

Robert Lindhardt 

Dongfang Liu 

Daniel Lohse 

Kelley W. Moreman 

Obadiah J. Plante 

Kevin Pojasek 

Yeiwei Qi 

Rahul Raman 

Peter Schell 

Peter H. Seeberger 

Zachary Shriver 

Millikarjun Sundaram


 


26

















 


Schedule
2


 


Names and Addresses of Purchasers


 


Polaris Venture Partners
III, L.P.

1000 Winter Street 

Suite 3350 

Waltham, MA 02154 

Attn: Christoph H. Westphal 

Fax: (781) 290-0880


 


Polaris Venture Partners
Founders’ Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax: (781) 290-0880


 


Polaris Venture Partners
Entrepreneurs’ Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax: (781) 290-0880


 


Robert M. Metcalfe

1000 Winter Street 

Suite 3350

Waltham, MA 02154 

Fax: (781) 290-0880


 


27

















 


Schedule
3


 


Names of Founders


 


Ram Sasisekharan

Robert S. Langer, Jr. 

Ganesh Venkataraman


 


28

















 


EXHIBIT E


 


VOTING AGREEMENT 

(Parachute Payments)


 


This Voting Agreement dated as of December 31, 2001 (this “Agreement”)
is made by and among (i) Mimeon, Inc., a Delaware corporation (the “Company”),
(ii) the persons and entities listed on Schedule 1 (collectively, the “Founders”),
and (iii) the persons and entities listed on Schedule 2 (collectively,
the “Investors”).


 


WHEREAS, the Founders and the Investors (collectively, the “Stockholders”)
separately own shares of capital stock of the Company;


 


WHEREAS, each Founder has purchased shares of the Company’s Common
Stock, $0.0001 par value per share (“Common Stock”), pursuant to a Restricted
Stock Purchase Agreement between the Company and such Founder (each, a “Restricted
Stock Purchase Agreement”), which provides, among other things, that (i) the Company
may repurchase the shares sold to such Founder if certain vesting conditions
have not been satisfied and (ii) that the Company’s right to repurchase
unvested shares shall terminate upon a change of control of the Company;


 


WHEREAS, Section 280G (“Section 280G”) of the Internal Revenue Code of
1986, as amended, provides that certain payments of compensation to certain
individuals that are contingent on a change of control by the payor corporation
and exceed certain threshold amounts may be characterized as “excess parachute
payments” subject to tax treatment adverse to the payor corporation and the
individual receiving the payment;


 


WHEREAS, Section 280G further provides that such adverse tax treatment
shall not apply to “excess parachute payments” that have been approved by a
vote of holders of more than 75% of the voting power of all outstanding stock
of the payor corporation (excluding stock held by the individuals receiving
such payments) prior to the change of control (and provided that certain other
conditions are satisfied); and


 


WHEREAS, the Founders are concerned that the accelerated vesting under
their respective Restricted Stock Purchase Agreements may result in “excess
parachute payments” to them, and desire that the Stockholders enter into this
Agreement to provide some assurance that neither the Company nor the Founders
will suffer avoidable adverse tax consequences as a result of any such
payments;


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, and for other good and valuable consideration, the
parties hereby agree as follows:


 


1.         Voting of Shares.


 


1.1       In any and all meetings
or written consents in lieu of a meeting, each Stockholder shall vote or cause
to be voted all Shares (as defined in Section 1.2) owned by such Stockholder,
or over which such Stockholder has voting control, and otherwise use such
Stockholder’s respective best efforts, so as to approve any payment which may
result from, in whole or in part, the acceleration of the vesting of any
unvested shares of Common Stock held by


 

















 


the Founders pursuant to the terms of the Founders’
respective Restricted Stock Purchase Agreements.


 


1.2       “Shares” shall mean and include any and all shares of Common Stock,
Series A Preferred Stock, Series A Prime Preferred Stock and/or shares of
capital stock of the Company, by whatever name called, which carry voting
rights (including voting rights which arise by reason of default) and shall
include any such shares now owned or subsequently acquired by a Stockholder,
however acquired, including without limitation stock splits, stock dividends,
and shares acquired upon the exercise of options.


 


2.         Termination. This Agreement shall terminate in its entirety on the earliest to
occur of (i) the closing of the Company’s initial public offering pursuant to
an effective registration statement at a price to the public of at least $5.00
per share (adjusted for stock splits, stock dividends and similar events)
resulting in proceeds to the Company (net of the underwriting discounts and
commissions) of at least $10,000,000, and (ii) the closing of the Company’s
sale of all or substantially all of its assets or the acquisition of the
Company by another entity by means of merger, consolidation or stock purchase.


 


3.         No Revocation. The voting agreements contained herein are
coupled with an interest and may not be revoked, except by an amendment,
modification or termination effected in accordance with Section 7.5 hereof.
Nothing in this Section 3 shall be construed as limiting the provisions of
Section 2 or 7.5 hereof.


 


4.         Restrictive Legend. All certificates representing Shares owned
or hereafter acquired by the Stockholders or any transferee of the Stockholders
bound by this Agreement shall have affixed thereto a legend substantially in
the following form:


 


The
securities represented by this certificate are subject to one or more Voting
Agreements, each as amended from time to time, by and among the registered
owner of this certificate, the Company and certain other stockholders of the
Company. The Company will furnish a copy of the Voting Agreement(s) to the
holder hereof without charge upon written request.


 


5.         Transfers of Rights.


 


5.1       Any transferee to whom Shares are transferred by a Stockholder, whether
voluntarily or by operation of law, shall be bound by the voting obligations
imposed upon the transferor under this Agreement, to the same extent as if such
transferee were a Stockholder hereunder and no Stockholder shall transfer any
Shares unless the transferee agrees in writing to be bound by this Agreement.


 


5.2       Notwithstanding anything to the contrary herein, any Investor which is a
partnership or limited liability company may transfer rights granted to such
Investor hereunder to any partner or member thereof, or to any entity that
controls, or is controlled by, or is under common control with, such Investor
(an “Affiliated Entity”) to whom Shares are transferred and who delivers to the
Company a written instrument in accordance with Section 5.1. In the event of
such transfer, such Affiliated Entity shall be deemed an Investor for purposes
of this Section 5


 


2

















 


and
may again transfer such rights to any other person or entity which acquires
Shares from such partner or member in accordance with, and subject to, the
provisions of this Section 5.


 


6.         General.


 


6.1       Complete Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings relating to such subject matter. No
amendment, modification or termination of, or waiver under, any provision of
this Agreement shall be valid unless in writing and signed by (i) the Founders
and (ii) Investors holding a majority of the voting power of the Shares then held
by all of the Investors, and any such amendment, modification, termination or
waiver shaft be binding on all parties hereto.


 


6.2       Accession. Any person
or entity that becomes a holder of Shares after the date of this Agreement may
become a party to this Agreement by executing and delivering to the Corporation
a counterpart signature page to this Agreement in the form of Exhibit A
hereto, whereupon such person or entity shall automatically become a party to
this Agreement and shall thereupon be deemed an “Investor” and a “Stockholder”
for all purposes of this Agreement. The Company may cause any person or entity
that purchases Shares from the Company after the date of this Agreement to become
a party to this Agreement.


 


6.3       Notices. All notices,
requests, consents, and other communications under this Agreement shall be in
writing and shall be deemed delivered (i) two business days after being send by
registered or certified mail, return receipt requested, postage prepaid or (ii)
one business day after being sent via a reputable nationwide overnight courier
service guaranteeing next business day delivery, in each case to the intended
recipient as set forth below:


 


(i)        If to the Company:


 


Mimeon,
Inc.

1000 Winter Street, Suite 3350

Waltham, MA 02154

Fax: (781) 290-0880


 


with
a copy to:


 


Jeffrey
L. Quillen, Esquire

Foley, Hoag & Eliot LLP

One Post Office Square

Boston, MA 02109

Fax: (617) 832-7000


 


(ii)                     If to a
Founder, at its address set forth in Schedule 1 hereto, or at such other
address as may have been furnished to the other parties hereto in writing by
such Founder; and


 


3

















 


(iii)                  If to an
Investor, at its address set forth in Schedule 2 hereto, or at such
other address as may have been furnished to the other parties hereto in writing
by such Investor.


 


Any party may give
any notice, request, consent or other communication under this Agreement using
any other means (including, without limitation, personal delivery, messenger
service, telecopy, first class mail or electronic mail), but no such notice,
request, consent or other communication shall be deemed to have been duly given
unless and until it is actually received by the party for whom it is intended.
Any party may change the address to which notices, requests, consents or other
communications hereunder are to be delivered by giving the other parties notice
in the manner set forth in this Section.


 


6.4       Governing
Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.


 


6.5       Specific
Performance. In addition to any and all other remedies that may be available
at law in the event of any breach of this Agreement, each Stockholder shall be
entitled to specific performance of the agreements and obligations of any other
Stockholder hereunder and to such other injunctive or other equitable relief as
may be granted by a court of competent jurisdiction.


 


6.6       Severability.
The provisions of this Agreement are severable, so that the invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other term or provision of this Agreement,
which shall remain in full force and effect.


 


6.7       Construction.
A reference to a Section or Schedule shall mean a Section in or Schedule to
this Agreement unless otherwise expressly stated. The titles and headings
herein are for reference purposes only and shall not in any manner limit the
construction of this Agreement which shall be considered as a whole. The words “include,”
“includes” and “including” when used herein shall be deemed in each case to be
followed by the words “without limitation.” Whenever the context may require,
any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.


 


6.8       Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which, together shall constitute
one and the same document.


 


[Remainder of page intentionally left blank.]


 


4

















 


IN WITNESS
WHEREOF, this parties hereto have executed this Voting Agreement as an
instrument under seal as of the date first above written.


 


	
   

  	
  MIMEON, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ganesh Venkataraman

  
	
   

  	
   

  	
  Ganesh Venkataraman

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C, its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS FOUNDERS’

  
	
   

  	
  FUND III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS

  
	
   

  	
  ENTREPRENEURS’ FUND
  III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert M. Metcalfe

  
	
   

  	
  Robert M. Metcalfe

  
					



 


5

















 


	
   

  	
   

  	
  MASSACHUSETTS INSTITUTE
  OF

  
	
   

  	
   

  	
  TECHNOLOGY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lita L. Nelsen

  
	
   

  	
   

  	
  Name:

  	
  Lita L. Nelsen Director

  
	
   

  	
   

  	
  Title:

  	
  Technology Licensing
  Office

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOUNDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ram Sasisekharan

  	
   

  	
  /s/ Robert S. Langer,
  Jr.

  
	
  Ram Sasisekharan

  	
   

  	
  Robert S. Langer, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ganesh Venkataraman

  	
   

  	
   

  
	
  Ganesh Venkataraman

  	
   

  	
   

  
					



 


6

















 


MIMEON,
INC.


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 13th
day of Feb., 2002.


 


 


	
   

  	
  Rodrigo B. Andrade

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rodrigo B. Andrade

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


7

















 


MIMEON,
INC.


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 27th
day of February, 2002.


 


 


	
   

  	
  Klaus Biemann, Trustee

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Klaus Biemann,
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Klaus Biemann, Trustee

  of the Klaus Biemann

  Revocable Trust, u/a/d 18/12/1989

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 345

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alton Bay, NH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  03810

  	
   

  
					



 


8

















 


MIMEON,
INC.


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 24th
day of January, 2002.


 


	
   

  	
  Stephen L. Buchwald

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen L. Buchwald

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  25 Lancaster RD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Newton, MA 02458

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


9

















 


MIMEON,
INC.


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this       
day of            ,
2002.


 


 


	
   

  	
  Charles L. Cooney

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Cooney

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  35 Chestnut Place

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brookline, MA 02445

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


10

















 


MIMEON, INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a
“Investor” and a “Stockholder” as defined in the Voting Agreement dated as of
December 31, 2001, by and among Mimeon, Inc. and the other parties named
therein, (ii) that it is a party to the Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 4th
day of February, 2002.


 


 


	
   

  	
  Yosuf El-Shabrawi

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yosuf El-Shabrawi

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  MD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Mittergrabenweg 74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8010 Graz

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Austria

  	
   

  
						



 


11

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 22
day of January, 2002.


 


 


	
   

  	
  Kristine Holley

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine Holley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Lab Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  21 Temple St. Unit #8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Boston, MA 02114

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


12

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 27
day of January, 2002.


 


 


	
   

  	
  Peter Juhasz

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Juhasz

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  13 Pinewood Ave

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Natick, MA 01760

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


13

















 


MIMEON,
INC,


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a
“Investor” and a “Stockholder” as defined in the Voting Agreement dated as of
December 31, 2001, by and among Mimeon, Inc. and the other parties named
therein, (ii) that it is a party to the Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 29
day of Jan, 2002.


 


 


	
   

  	
  Nishla Keiser

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nishla Keiser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  290 Mass Ave

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, Ma 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


14

















 


MIMEON,
INC.


 


First
Amendment to

Right of First Refusal and Co-Sale Agreement


 


MIT
Holder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “MIT
Holder” and a “Founder” as defined in the First Amendment to Right of First
Refusal and Co-Sale Agreement dated as of December 31, 2001, by and among
Mimeon, Inc., the Massachusetts Institute of Technology and the other parties
named therein (the “Amendment”), (ii) that it is a party to the Amendment for
all purposes and (iii) that it is bound by all terms and conditions of the
Amendment.


 


EXECUTED this 22
day of January, 2002.


 


 


	
   

  	
  Robert J. Linhardt

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert J. Linhardt

  	
   

  
	
   

  	
  (signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1422 Plum St

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Iowa City, IA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  52240

  	
   

  



 


15

















 


MIMEON,
INC,


 


Voting
Agreement

(Parachute Payments)


 


Stockholder
Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 22
day of January, 2002.


 


 


	
   

  	
  Dongfang Liu

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dongfang Liu

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Scientist

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  16 Merriam Road

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Framingham, MA 01701

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


16

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 24th
day of January, 2002.


 


 


	
   

  	
  Daniel
  L. Lohse

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel L. Lohse

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  6301 Almeda Road, #111

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Houston,
  TX 77021

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


17

















 


MIMEON, INC.


 


Voting Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 29
day of January, 2002.


 


 


	
   

  	
  Kelley
  Moremen

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kelley Moremen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assoc.
  Prof.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  745
  Kings Rd

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Athens,
  GA 30606

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


18

















 


MIMEON, INC.


 


Voting Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 25
day of January, 2002.


 


 


	
   

  	
  Hernan
  Antonio Orgueira

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hernan Antonio Orgueira

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Ellery St Apt # 9

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge,
  MA, 02138

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


19

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 31
day of January, 2002.


 


 


	
   

  	
  Obadiah Plante

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Obadiah
  Plante

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Consultant

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  352 Cabot St.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beverly, MA 01915

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


20

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 23
day of Jan., 2002.


 


 


	
   

  	
  Kevin Pojasek

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Pojasek

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  26 Inman St. #3C

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  02139

  	
   

  
						



 


21

















 


MIMEON,
INC.


 


Voting
Agreement 

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this          
day of                  ,
2002.


 


 


	
   

  	
  Yiwei Oi

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yiwei Oi

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


22

















 


MIMEON, INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this Wednesday
of JAN 30, 2002.


 


 


	
   

  	
  Rahul Raman

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Rahul Raman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Western Avenue, #43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


23

















 


MIMEON, INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 1st
day of February, 2002.


 


 


	
   

  	
  Peter Schell

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Schell

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  750 Tremont St. #8

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Boston, MA 02118

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


24

















 


MIMEON, INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 16th
day of February, 2002.


 


	
   

  	
  Peter H. Seeberger

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter H. Seeberger

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Firmenich Assistant
  Professor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  100 Memorial Drive
  #2-19A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02142

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


25

















 


MIMEON,
INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 11
day of Feb, 2002.


 


 


	
   

  	
  Zachary Shriver

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Zachary Shriver

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  26 Inman St. Apt. 3C

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02139

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


26

















 


MIMEON,
INC.


 


Voting Agreement

(Parachute Payments)


 


Stockholder Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is a “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001, by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this 10
day of FEB, 2002.


 


 


	
   

  	
  Mallikarjun Sundaram

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mallikarjun
  Sundaram

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Post-doctoral fellow

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  16-560, MIT,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  77 Massachusetts Avenue

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02139

  	
   

  
						



 


27

















 


Schedule 1


 


Names and Addresses of Founders


 


Ram Sasisekharan

Massachusetts Institute of Technology

Room 16-561

77 Massachusetts Avenue

Cambridge, MA 02139


 


Robert S. Langer, Jr.

Massachusetts Institute of Technology

Building E-25, Room 342

77 Massachusetts Avenue

Cambridge, MA 02139


 


Ganesh Venkataraman

c/o Mimeon, Inc.

1000 Winter Street

Suite 3350

Waltham, MA 02154


 


28

















 


Schedule
2


 


Names
and Addresses of Investors


 


Polaris Venture Partners
III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax:  (781) 290-0880


 


Polaris Venture Partners
Founders’ Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax:  (781) 290-0880


 


Polaris Venture Partners
Entrepreneurs’ Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax:  (781) 290-0880


 


Robert M. Metcalfe

1000 Winter Street

Suite 3350

Waltham, MA 02154

Fax:  (781) 290-0880


 


Massachusetts Institute
of Technology

Technology Licensing Office

5 Cambridge Center, Kendall Square

NE-25-230

Cambridge, MA 02142

Attention: Lori Pressman


 


MIT HOLDERS [PLEASE
ADVISE]

(each at the address indicated on their respective Stockholder Signature Page)


 


29

















 


Exhibit A to Voting Agreement


 


MIMEON,
INC.


 


Voting
Agreement

(Parachute Payments)


 


Additional
Investor Signature Page


 


By executing this
page in the space provided, the undersigned hereby agrees (i) that it is an “Investor”
and a “Stockholder” as defined in the Voting Agreement dated as of December 31,
2001 by and among Mimeon, Inc. and the other parties named therein, (ii) that
it is a party to the Voting Agreement for all purposes and (iii) that it is
bound by all terms and conditions of the Voting Agreement.


 


EXECUTED this      day
of             ,
2002.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (print
  name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


30

















 


EXHIBIT F


 


FIRST
AMENDMENT TO SERIES A CONVERTIBLE PREFERRED STOCK AND

WARRANT PURCHASE AGREEMENT


 


This First
Amendment to Series A Convertible Preferred Stock and Warrant Purchase
Agreement dated as of December 31, 2001 (this “Amendment”), is made by and
among (i) Mimeon, Inc., a Delaware corporation (the “Company”); (ii)
Massachusetts Institute of Technology, a Massachusetts not-for-profit
corporation (“MIT”); and (iii) the persons and entities listed on Schedule 1
(collectively, the “Original Purchasers”).


 


WHEREAS, on August
16, 2001, the Company and the Original Purchasers entered into a Series A
Convertible Preferred Stock and Warrant Purchase Agreement (the “Original
Agreement”), pursuant to which the Company granted the Original Purchasers the
right to participate in certain future equity offerings by the Company;


 


WHEREAS, on or
about the date of this Amendment, the Company and MIT are entering into an
Exclusive Patent License Agreement (the “MIT License Agreement”), pursuant to
which MIT will grant certain intellectual property rights to the Company and
the Company will issue shares of Company stock to MIT; and


 


WHEREAS, MIT
desires the right to participate in certain future equity offerings by the
Company and it is a condition precedent to MIT’s obligations under the MIT
License Agreement that MIT enter into this Amendment;


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the parties hereby agree as follows:


 


1.         Participation
Rights.


 


(a)       Section
7.1 of the Original Agreement is hereby amended by deleting Section 7.1(b) in
its entirety and inserting the following in its place:


 


(b)       “Purchaser”.
For the purposes of this Section 7 only, the term “Purchaser” shall include (i)
the general partners, officers, or other affiliates of a Purchaser, and (ii)
after the date of the Funding Threshold (as defined in the MIT License
Agreement), MIT. The term “Purchaser” shall not include any person other than
MIT that receives Common Stock from the Company pursuant to the terms of the
MIT License Agreement unless a Purchaser subsequently transfers Common Stock to
such person. Each Purchaser may apportion its pro rata share among its general
partners, officers, and other affiliates in such proportions as it deems
appropriate.


 


(b)       Section
7.2 of the Original Agreement is hereby amended by deleting the second sentence
in its entirety and inserting the following in its place:


 


Such Purchaser’s pro rata
share shall equal a fraction of the New Securities being issued, the numerator of which is the sum of the
number of shares of Common Stock then held by such Purchaser plus the number of
shares of Common Stock issuable upon conversion of the preferred stock of the
Company then held by such Purchaser, and the denominator


 

















 


of which is the total
number of shares of Common Stock then outstanding plus the number of shares of
Common Stock issuable upon (i) conversion of then outstanding preferred stock
and other convertible securities of the Company and (ii) exercise of then
outstanding options, rights or warrants.


 


2.         MIT
Bound. MIT hereby agrees to be bound by the provisions of the Original
Agreement (as amended hereby and as it may be amended hereafter in accordance
with its terms) to the extent (and only to the extent) such provisions relate
to Section 7 thereof.


 


3.         Ratification.
The Original Agreement, as amended hereby, is hereby ratified and confirmed in
all respects and shall continue in full force and effect. The Original
Agreement shall, together with this Amendment, be read and construed as a
single agreement.


 


4.         Governing
Law. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of The Commonwealth of Massachusetts without regard
to its principles of conflicts of laws.


 


5.         Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.


 


2

















 


IN WITNESS WHEREOF,
the parties have executed this First Amendment to Series A Convertible
Preferred Stock and Warrant Purchase Agreement as an instrument under seal as
of the date first written above.


 


 


	
   

  	
  MIMEON, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ganesh Venkataraman

  
	
   

  	
   

  	
  Ganesh Venkataraman

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS FOUNDERS’

  
	
   

  	
  FUND III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  POLARIS VENTURE
  PARTNERS

  
	
   

  	
  ENTREPRENEURS’ FUND
  III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  POLARIS VENTURE
  MANAGEMENT

  
	
   

  	
   

  	
  CO. III, L.L.C., its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  William E. Bilodeau

  
	
   

  	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert M. Metcalfe

  
	
   

  	
  Robert M. Metcalfe

  
					



 


3

















 


	
   

  	
  MASSACHUSETTS INSTITUTE
  OF

  TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lita L. Nelsen

  
	
   

  	
  Name:

  	
  Lita L. Nelsen,
  Director

  
	
   

  	
  Title:

  	
  Technology Licensing
  Office

  
				



 


4

















 


Schedule
1


 


Names
and Addresses of Original Purchasers


 


Name and Address


 


Polaris Venture Partners
III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax: (781) 290-0880


 


Polaris Venture Partners Founders’
Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax: (781) 290-0880


 


Polaris Venture Partners
Entrepreneurs’ Fund III, L.P.

1000 Winter Street

Suite 3350

Waltham, MA 02154

Attn: Christoph H. Westphal

Fax: (781) 290-0880


 


Robert M. Metcalfe

Polaris Venture Partners

1000 Winter Street

Suite 3350

Waltham, MA 02154

Fax: (781) 290-0880


 


5

















 


FIRST AMENDMENT TO THE NOVEMBER 1, 2002
LICENSE


 


This First Amendment, effective as of the date set forth above the
signatures of the parties below, pertains to the Amended and Restated Exclusive
Patent License Agreement, effective on November 1, 2002, by and between the
Massachusetts Institute of Technology (“M.I.T.”) and Momenta Pharmaceuticals,
Inc. (“COMPANY”).


 


WHEREAS, M.I.T. is the owner of certain new intellectual property
closely related to the PATENT RIGHTS of the Amended and Restated Exclusive Patent
License Agreement and desires to have this technology developed and
commercialized to benefit the public; and


 


WHEREAS, COMPANY desires to add this new technology to the PATENT
RIGHTS and M.I.T. is willing to grant a license thereunder.


 


NOW, THEREFORE, M.I.T. and COMPANY hereby agree to modify the Amended
and Restated Exclusive Patent License Agreement as follows:


 


1.             The following
definitions shall be added to Section 1:


 


“FIELD ENZYMES” shall mean all fields of use, except for use of the
enzymes described in the PATENT RIGHTS ENZYMES as human therapeutics in
pharmaceutical compositions and except for FIELD SEQUENCING MACHINES.


 


“FIELD RESEARCH REAGENTS” shall mean the making, using and/or selling
of enzymes and/or heparinases as reagents for research use by not-for-profit
entities.


 


“PATENT RIGHTS ENZYMES” shall mean the PATENT RIGHTS listed in APPENDIX
H.


 


2.             The definition of
PATENT RIGHTS under Section 1.20 shall be modified to read:


 


“PATENT RIGHTS” shall mean:


 


(a)           the
United States and international patents listed on APPENDICES A THROUGH E, AND
H;


 


(b)           the
United States and international patent applications and/or provisional
applications listed on APPENDICES A THROUGH E, AND H; and the resulting
patents;


 


(c)           any
patent applications resulting from the provisional applications listed on
APPENDICES A THROUGH E, AND H; and any divisionals, continuations,
continuation-in-part applications, and continued prosecution applications (and
their relevant international equivalents) of the patent applications listed on
APPENDICES A THROUGH E, AND H; and of such patent applications that result from
the provisional applications listed on, APPENDICES A THROUGH E, AND H to the
extent the claims are directed to subject matter specifically described in the
patent applications listed on APPENDICES A THROUGH E, AND H, and the resulting
patents;


 


(d)           any
patents resulting from reissues, reexaminations, or extensions (and their
relevant international equivalents) of the patents described in (a), (b), and
(c) above; and


 


(e)           international
(non-United States) patent applications and provisional applications filed
after the ORIGINAL EFFECTIVE DATE and the relevant international equivalents to
divisionals, continuations, continuation-in-part applications and continued
prosecution applications of the patent applications to the extent the claims
are directed to subject matter specifically described in the patents or patent
applications referred to in (a), (b), (c), and (d) above, and the resulting
patents.


 


3.             M.I.T.
hereby grants to COMPANY and its AFFILIATES for the TERM, a worldwide,
royalty-bearing license to develop, make, have made, use, sell, offer to sell,
lease, and import LICENSED PRODUCTS and to develop and 


 

















 


perform LICENSED PROCESSES (which the parties acknowledge, may result
in the identification of DISCOVERED PRODUCTS) under M.I.T.’s rights in the
PATENT RIGHTS ENZYMES for FIELD ENZYMES.


 


4.             The last sentence of
Section 2.1 shall be modified to read:


 


Upon COMPANY’s exercise of such right, the Appendix of this Agreement
that describes the PATENT RIGHTS that dominate the IMPROVEMENT shall be deemed
to have been amended to add the invention disclosure (and any related patent
applications) covering such IMPROVEMENT, and such IMPROVEMENT and any resulting
patent applications and patents shall thereafter be included in PATENT RIGHTS
for all purposes of this Agreement, without any additional fee, other than the
[**]Dollar fee referred to in the previous sentence, and M.I.T. shall provide
COMPANY with an updated APPENDIX C, D OR H for its records.


 


5.             Section 2.2 shall be
modified to read:


 


2.2  EXCLUSIVITY. In order to
establish an exclusive period for COMPANY and its AFFILIATES, M.I.T. agrees
that it shall not grant any other license for


 


(a)           PATENTS RIGHTS HEPARIN
in FIELD ALL BUT MACHINES, (b) PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING,
and (c) PATENT RIGHTS ENZYMES in FIELD ENZYMES, but specifically excluding
FIELD RESEARCH REAGENTS, in each case to develop, make, have made, use, sell,
offer to sell, lease and import LICENSED PRODUCTS or to develop and perform
LICENSED PROCESSES during the TERM.


 


6.             Section 4.1(c) shall
be modified to read:


 


(a)           RUNNING ROYALTIES DUE
ON NET SALES BY COMPANY AND AFFILIATES. COMPANY shall pay to M.I.T. a running
royalty of:


 


(i)            [**]
percent ([**]%) of NET SALES by COMPANY and AFFILIATES of LICENSED PRODUCTS or
LICENSED PROCESSES which do not fall under any of the PATENT RIGHTS for M.I.T.
CASES [**]; and


 


(ii)           [**] percent ([**]%) of
NET SALES by COMPANY and AFFILIATES of LICENSED PRODUCTS or LICENSED PROCESSES
which fall under any of the PATENT RIGHTS for M.I.T. CASES [**];


 


Running royalties shall be payable for each REPORTING PERIOD and shall
be due to M.I.T. within sixty (60) days after the end of each REPORTING PERIOD.


 


7.             Section 4.1(d) shall
be modified to read:


 


(a)           RUNNING ROYALTIES DUE
ON NET SALES BY SUBLICENSEES. COMPANY shall pay to M.I.T. a running royalty of:


 


(i)            If the LICENSED
PRODUCT or LICENSED PROCESS does NOT fall under any of the PATENT RIGHTS for
M.I.T. CASES [**]; the lesser of:


 


(a)           [**] percent ([**]%) of
NET SALES by SUBLICENSEES;


 


or


 


(b)           [**] percent ([**]%) of
the royalty received by COMPANY from SUBLICENSEES for NET SALES made by
SUBLICENSEES;


 


AND


 


(ii)           If the LICENSED PRODUCT
or LICENSED PROCESS falls under any of the PATENT RIGHTS for M.I.T. CASES [**],
the lesser of:


 


(a)           [**] percent ([**]%) of
NET SALES by SUBLICENSEES;


 


or


 


2

















 


(b)           [**] percent ([**]%) of
the royalty received by COMPANY from SUBLICENSEES for NET SALES made by
SUBLICENSEES


 


Running royalties shall be payable for each
REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days after the
end of each REPORTING PERIOD.


 


8.             The patent rights of
the following M.I.T. Case Nos. shall be added to the PATENT RIGHTS ENZYMES and
the PATENT RIGHTS, as defined by their inclusion in the attached APPENDIX H:


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


9.             In consideration of
the addition of the PATENT RIGHTS ENZYMES and the license granted in the FIELD
ENZYMES hereunder


 


(a)           COMPANY shall pay
M.I.T. a Patent Addition Fee of [**] dollars ($[**]) for each M.I.T. Case added
for a total of [**] dollars ($[**]), which shall be due within thirty (30) days
of the Effective Date of this First Amendment; and


 


(b)           COMPANY shall be
responsible for payment of all fees and costs relating to the filing,
prosecution and maintenance of the patent rights of M.I.T. Case Nos. [**],
whether such fees and costs were incurred [**] the Effective Date of this First
Amendment; provided, however, that should M.I.T. license the PATENT RIGHTS
ENZYMES to one or more third parties, M.I.T. shall promptly notify COMPANY in
writing and any fees and costs associated with PATENT RIGHTS ENZYMES shall be
allocated in a fair and equitable manner between COMPANY and any subsequent
licensees of the PATENT RIGHTS ENZYMES on a go-forward basis.


 


10.           Section 7.2(a) shall be
modified to read:


 


COMPANY RIGHT TO PROSECUTE PATENT RIGHTS IN EXCLUSIVE FIELDS. So long
as COMPANY remains the exclusive licensee of PATENT RIGHTS HEPARIN in FIELD ALL
BUT MACHINES, COMPANY, to the extent permitted by law, shall have the right,
under its own control and at its own expense, to prosecute any third party
infringement of PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES, subject to
Sections 7.4 and 7.5. In addition, so long as COMPANY remains the exclusive
licensee of PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING, COMPANY, to the
extent permitted by law, shall have the right, under its own control and at its
own expense, to prosecute any third party infringement of PATENT RIGHTS
HEPARINASE in FIELD MANUFACTURING, subject to Sections 7.4 and 7.5. Lastly, so
long as COMPANY remains the exclusive licensee of PATENT RIGHTS ENZYMES in
FIELD ENZYMES excluding FIELD RESEARCH REAGENTS, COMPANY, to the extent
permitted by law, shall have the right, under its own control and at its own
expense, to prosecute any third party infringement of PATENT RIGHTS ENZYMES in
FIELD ENZYMES excluding FIELD RESEARCH REAGENTS, subject to Sections 7.4 and
7.5. If required by law, M.I.T. shall permit any action under this Section to
be brought in its name, including being joined as a party-plaintiff, provided
that COMPANY shall hold M.I.T. harmless from, and indemnify M.I.T. against, any
costs, expenses, or liability that M.I.T. incurs in connection with such
action. Prior to commencing any such action, COMPANY shall consult with M.I.T.
and shall consider the views of M.I.T. regarding the advisability of the
proposed action and its effect on the public interest. COMPANY shall not enter
into any settlement, consent judgment, or other voluntary final disposition of
any infringement action under this Section without the prior written consent of
M.I.T.


 


11.           Section 7.2(b) shall be
modified to read:


 


M.I.T. RIGHT TO PROSECUTE PATENT RIGHTS IN EXCLUSIVE FIELDS. In the
event that COMPANY is unsuccessful in persuading the alleged infringer of
PATENT RIGHTS HEPARIN in FIELD ALL BUT 


 


3

















 


MACHINES, PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING or PATENT
RIGHTS ENZYMES in FIELD ENZYMES excluding FIELD RESEARCH REAGENTS to desist or
fails to have initiated an infringement action within a reasonable time after
COMPANY first becomes aware of the basis for such action, M.I.T. shall have the
right, to prosecute such infringement under its sole control and at its sole
expense, and any recovery obtained shall belong to M.I.T. If required by law, COMPANY
hereby agrees that M.I.T. may include COMPANY as a party-plaintiff in any such
suit, without expense to COMPANY. Prior to commencing any such action, M.I.T.
shall consult with COMPANY and shall consider the views of COMPANY regarding
the advisability of the proposed action. Further, M.I.T. shall not enter into
any settlement, consent judgment, or other voluntary final disposition of any
infringement action under this Section without first consulting with and
considering the views of COMPANY. Notwithstanding the forgoing, any action
taken under this Section shall be at the sole discretion of M.I.T.


 


12.           Section 7.2(c) shall be
modified to read:


 


M.I.T. RIGHT TO PROSECUTE PATENT RIGHTS IN NON-EXCLUSIVE FIELDS. M.I.T.
shall have the right, but shall not be obligated, to prosecute at its sole
control and sole expense all infringements of PATENT RIGHTS other than PATENT
RIGHTS HEPARIN in FIELD ALL BUT MACHINES, PATENT RIGHTS HEPARINASE in FIELD
MANUFACTURING or PATENT RIGHTS ENZYMES in FIELD ENZYMES excluding FIELD
RESEARCH REAGENTS, and M.I.T. shall keep any recovery or damages derived there
from, whether compensatory for past infringement or punitive. If required by
law, COMPANY hereby agrees that M.I.T. may include COMPANY as a party plaintiff
in any such suit, without expense to COMPANY. Prior to commencing any such
action, M.I.T. shall consult with COMPANY and shall consider the views of
COMPANY regarding the advisability of the proposed action. Further, M.I.T.
shall not enter into any settlement, consent judgment, or other voluntary final
disposition of any infringement action under this Section without first
consulting with and considering the views of COMPANY. Lastly, in the event that
COMPANY approaches M.I.T. and requests that M.I.T. commence the prosecution of
an infringement of any of the PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES,
the PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING and the PATENT RIGHTS
ENZYMES in FIELD ENZYMES excluding FIELD RESEARCH REAGENTS, M.I.T. agrees to
give due consideration to the views of the COMPANY. Notwithstanding the
forgoing, any action taken under this Section shall be at the sole discretion
of M.I.T.


 


13.           Section 7.7 shall be
modified to read:


 


RIGHT TO SUBLICENSE. So long as COMPANY remains the exclusive licensee
of the PATENT RIGHTS HEPARIN in FIELD ALL BUT MACHINES, PATENT RIGHTS
HEPARINASE in FIELD MANUFACTURING or PATENT RIGHTS ENZYMES in FIELD ENZYMES
excluding FIELD RESEARCH REAGENTS, COMPANY shall have the sole right to
sublicense to any alleged infringer for future use of PATENT RIGHTS HEPARIN in
FIELD ALL BUT MACHINES, PATENT RIGHTS HEPARINASE in FIELD MANUFACTURING or
PATENT RIGHTS ENZYMES in FIELD ENZYMES excluding FIELD RESEARCH REAGENTS, as
the case may be, in accordance with the terms and conditions of this Agreement
relating to sublicenses. Any upfront fees as part of such sublicense shall
[**]; other revenues to COMPANY pursuant to such sublicense shall be treated as
set forth in Article 4.


 


All other terms and conditions of the License Agreement shall remain
unchanged.


 


THE EFFECTIVE DATE OF THIS AMENDMENT IS NOVEMBER 15, 2002.


 


	
  Agreed to for:

  	
   

  
	
  MASSACHUSETTS INSTITUTE OF 

  TECHNOLOGY

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ LITA NELSEN

  	
   

  	
  By:

  	
  /s/ SUSAN K. WHORISKEY

  	
   

  
	
   

  	
   

  
	
  Name: Lita L. Nelson

  	
  Name: Susan K. Whoriskey, Ph. D.

  
	
   

  	
   

  
	
  Title:

  	
  Director, Technology Licensing 

  	
  Title:

  	
  Vice President, Licensing & 

  
	
   

  	
  Office

  	
   

  	
  Business Development

  
	
   

  	
   

  
	
  Date: December 20, 2002

  	
  Date:

  	
   

  	
   

  
									



 


4

















 


APPENDIX H


 


PATENT RIGHTS ENZYMES


 


M.I.T. CASE NO. [**]


Entitled: [**]


 


United States of America [**]


Entitled: [**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


[**]


 


M.I.T. CASE NO. [**]


Entitled: [**]


[**]


 


5

















 


Momenta Pharmaceuticals, Inc.


43 Moulton Street


Cambridge, Massachusetts 02138


 


September 12, 2003


 


Ms. Lita L. Nelsen, Director


Technology Licensing Office


Five Cambridge Center


Cambridge, Massachusetts 02142


 


Re:  Amended and Restated
Exclusive Patent License


 


Dear Ms. Nelsen:


 


Reference is made to the Amended and Restated Exclusive Patent License
between the Massachusetts Institute of Technology and Momenta Pharmaceuticals,
Inc. dated November 1, 2002 as amended on November 15, 2002 (the “Agreement”).
Capitalized terms used herein and not otherwise defined shall have the meanings
given such terms in the Agreement.


 


As we have discussed, Momenta is engaged in negotiations that may lead
to the sublicense of the PATENT RIGHTS to a CORPORATE PARTNER and/or
SUBLICENSEE for the purpose of developing and commercializing an enoxaparin
product (the “PRODUCT”). In connection with such negotiations, Momenta desires
certain modifications of the Agreement. As M.I.T. is amenable to such
modifications, M.I.T. and Momenta agree as follows:


 


1.             In the event that (a)
M.I.T. converts the exclusive rights granted to COMPANY in Section 2.2 of the
Agreement into non-exclusive rights in accordance with Section 3.1 of the
Agreement or (b) there is a termination of the Agreement under Section 12.2 or
12.3 of the Agreement, notwithstanding any such conversion or termination,
M.I.T. agrees to honor the exclusive nature of the sublicense granted by
COMPANY to its CORPORATE PARTNER and/or SUBLICENSEE in connection with the
development and commercialization of the PRODUCT so long as (x) the CORPORATE
PARTNER and/or SUBLICENSEE is in compliance with its agreement with COMPANY
pertaining to the PRODUCT and (y) in the event of a termination of the
Agreement, the CORPORATE PARTNER and/or SUBLICENSEE agrees, in a writing delivered
to M.I.T., to fulfill COMPANY’s financial and non-financial commitments to
M.I.T. with respect to the development and commercialization of the PRODUCT.


 


For purposes of clarity, the financial commitments to M.I.T. shall
include (a) the obligation to pay to M.I.T. [**] percent ([**]%) of all of what
would have been CORPORATE PARTNER INCOME and SUBLICENSE INCOME to COMPANY and
that would otherwise have been due M.I.T. by COMPANY and (b) the obligation to
pay to M.I.T. royalties on NET SALES of LICENSED PRODUCTS that would have
otherwise have been due M.I.T., treating for such purpose the sales made by the
CORPORATE PARTNER and/or SUBLICENSEE as direct sales by COMPANY (i.e., the
provisions of Section 4.1(c) of the Agreement shall be applied as opposed to the
provisions of Section 4.1(d) of the Agreement). Lastly, the CORPORATE PARTNER
and/or SUBLICENSEE shall assume COMPANY’s reimbursement obligations to M.I.T.
with respect to patent costs.


 


For purposes of clarity, examples of non-financial commitments that
would pertain to the development and commercialization of the PRODUCT include
those relating to place of manufacture, method of payment, reporting and record
keeping, requirements relating to prosecution of infringers, indemnification
and insurance, and non-use of name.


 


2.             With respect to
Section 2.4 of the Agreement, in the event that such provision applies to the
PRODUCT, if so requested by COMPANY, M.I.T. agrees to use good faith efforts to
assist COMPANY and its CORPORATE PARTNER and/or SUBLICENSEE in applying for and
attempting to obtain a waiver from the United States government from the
requirement that the PRODUCT be substantially manufactured in the United
States.


 


3.             M.I.T. agrees that
COMPANY’s CORPORATE PARTNER and/or SUBLICENSEE in connection with the
development and commercialization of the PRODUCT shall be a third party
beneficiary of the rights granted in this letter agreement to COMPANY.


 


6

















 


If the foregoing is in conformity with your understanding of our
agreement, please indicate your consent by countersigning the three copies of
this letter and by returning two to me.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ SUSAN K. WHORISKEY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Susan K. Whoriskey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President, Licensing and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Business Development

  
	
   

  	
   

  	
   

  
	
  Massachusetts Institute of Technology

  	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Lita Nelsen 

  	
   

  
	
   

  	
  Lita L. Nelsen, Director

  	
   

  
						



 


7

















 


Momenta Pharmaceuticals, Inc.


43 Moulton Street


Cambridge, Massachusetts 02138


 


October 22, 2003


 


Ms. Lita L. Nelsen, Director


Technology Licensing Office


Five Cambridge Center


Cambridge, Massachusetts 02142


 


Re:  Amended and Restated
Exclusive Patent License


 


Dear Ms. Nelsen:


 


Reference is made to the Amended and Restated Exclusive Patent License
between the Massachusetts Institute of Technology and Momenta Pharmaceuticals,
Inc. dated November 1, 2002 as amended on November 15, 2002 and by letter
agreement dated September 12, 2003 (the “Agreement”). Capitalized terms used
herein and not otherwise defined shall have the meanings given such terms in
the Agreement.


 


As you are aware, Momenta is engaged in negotiations that may lead to
the sublicense of the PATENT RIGHTS to a CORPORATE PARTNER and/or SUBLICENSEE
for the purpose of developing and commercializing an enoxaparin product (the “PRODUCT”).
The purpose of this letter is to document our understanding of COMPANY’s
obligations under Section 8.2 of the Agreement with respect to the foregoing
sublicense of the PATENT RIGHTS to Biochemie West Indies, N.V. and Geneva
Pharmaceuticals, Inc. (the “Sandoz Parties”).


 


WITH RESPECT TO THE FOREGOING SUBLICENSE TO THE SANDOZ PARTIES, AS
REQUIRED BY THE AGREEMENT, COMPANY WILL BE OBLIGATED TO CARRY THE INSURANCE
REQUIRED BY SECTION 8.2 OF THE AGREEMENT.


 


COMPANY REPRESENTS THAT, UNDER THE TERMS OF ITS AGREEMENT WITH THE
SANDOZ PARTIES, THE SANDOZ PARTIES WILL PROVIDE CERTAIN INDEMNIFICATIONS TO
COMPANY WITH RESPECT TO CLAIMS AND DEMANDS RELATED TO THE PRODUCT THAT ARE
BROUGHT BY A THIRD PARTY AGAINST M.I.T. COMPANY FURTHER REPRESENTS THAT, WITH
RESPECT TO THESE INDEMNIFICATION OBLIGATIONS TO COMPANY, THE SANDOZ PARTIES
WILL BE SELF-INSURED.


 


COMPANY REPRESENTS THAT, UNDER THE TERMS OF THE AGREEMENT WITH THE
SANDOZ PARTIES, THE OBLIGATIONS OF BIOCHEMIE WEST INDIES, N.V. WILL BE
GUARANTEED BY GENEVA PHARMACEUTICALS, INC. AND/OR SANDOZ GMBH.


 


COMPANY UNDERSTANDS THAT THE FACT THAT THE SANDOZ PARTIES WILL
SELF-INSURE WITH RESPECT TO THEIR INDEMNIFICATION OBLIGATIONS TO COMPANY IS
ACCEPTABLE TO M.I.T.


 


If the foregoing is in conformity with your understanding, please
indicate your consent by countersigning the three copies of this letter and by
returning two to me. COMPANY and MIT agree that this letter will replace their
letter dated October 15, 2003.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Susan K. Whoriskey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Susan K. Whoriskey

  
	
   

  	
   

  	
  Vice President, Licensing and

  
	
   

  	
   

  	
  Business Development

  
	
   

  	
   

  	
   

  
	
  Massachusetts Institute of Technology

  	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Lita Nelsen 

  	
   

  
	
   

  	
  Lita L. Nelsen, Director

  	
   

  
						



 


8

















 


SECOND AMENDMENT TO THE NOVEMBER 1, 2002
LICENSE


 


This Second Amendment, effective as of the date set forth above the
signatures of the parties below, pertains to the Amended and Restated Exclusive
Patent License Agreement, effective November 1, 2002, by and between the
Massachusetts Institute of Technology (“M.I.T.”) and Momenta Pharmaceuticals,
Inc. (“COMPANY”), as subsequently amended by a First Amendment dated November
15, 2002 and letter agreements dated September 12, 2003 and October 22, 2003
(the “AGREEMENT”). Capitalized terms used herein and not otherwise defined
shall have the meanings given such terms in the AGREEMENT.


 


WHEREAS, COMPANY has entered into an agreement with a CORPORATE PARTNER
and/or SUBLICENSEE which provides for a sublicense of the PATENT RIGHTS for the
purpose of developing and commercializing a generic form of enoxaparin for
which the filing of an ANDA is anticipated; and


 


WHEREAS, M.I.T. is willing to treat the actual filing of such ANDA as
evidence of diligence under Section 3.1(h) of the AGREEMENT.


 


NOW, THEREFORE, M.I.T. and COMPANY hereby agree to modify the AGREEMENT
as follows:


 


1.             Section 3.1(h) shall
be modified to read:


 


“(h) COMPANY shall file, or cause its AFFILIATES, CORPORATE PARTNERS or
SUBLICENSEES to file, either an IND or an ANDA for a LICENSED PRODUCT,
DISCOVERED PRODUCT or a LICENSED PROCESS by December 31, 2004.”


 


2.             M.I.T.
and COMPANY specifically acknowledge that they are not at this time considering
any modifications of Section 3.1(i) of the AGREEMENT. Accordingly, the
modification to Section 3.1(h) of the AGREEMENT shall have no implications, one
way or the other, for Section 3.1(i) of the AGREEMENT.


 


3.             All
other terms and conditions of the License Agreement shall remain unchanged.


 


THE EFFECTIVE DATE OF THIS AMENDMENT IS NOVEMBER 19, 2003.


 


	
  Agreed to for:  

  	
   

  
	
  MASSACHUSETTS INSTITUTE OF

  TECHNOLOGY

  	
  MOMENTA PHARMACEUTICALS, INC.

   

  
	
   

  	
   

  
	
  By:

  	
  /s/ LITA NELSEN

  	
   

  	
  By:

  	
  /s/ SUSAN K. WHORISKEY

  	
   

  
	
   

  	
   

  
	
  Name: Lita L. Nelson

  	
  Name: Susan K. Whoriskey, Ph. D.

  
	
   

  	
   

  
	
  Title:

  	
   Director, Technology Licensing 

  	
  Title:

  	
   Vice President, Licensing & 

  
	
   

  	
   Office

  	
   

  	
   Business Development

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: December 20, 2002

  	
  Date:

  	
   

  	
   

  
										



 


9

















 


THIRD AMENDMENT TO THE NOVEMBER 1, 2002
LICENSE


 


This Third Amendment, effective as of the date set forth above the
signatures of the parties below, pertains to the Amended and Restated Exclusive
Patent License Agreement, effective November 1, 2002, by and between the
Massachusetts Institute of Technology (“M.I.T.”) and Momenta Pharmaceuticals,
Inc. (“COMPANY”), as subsequently amended by a First Amendment dated November
15, 2002, letter agreements dated September 12, 2003 and October 22, 2003, and
a Second Amendment dated November 19, 2003 (the “AGREEMENT”). Capitalized terms
used herein and not otherwise defined shall have the meanings given such terms
in the AGREEMENT.


 


WHEREAS, COMPANY has progressed certain of its low molecular weight
heparin product development and commercialization programs to the point where
it anticipates the filing of an ANDA or IND; and


 


WHEREAS, COMPANY has raised the capital required by the AGREEMENT and
is devoting, and plans to continue to devote, considerable resources to such
product development and commercialization programs;


 


NOW, THEREFORE, M.I.T. and COMPANY hereby agree to modify the AGREEMENT
as follows:


 


1.             Section
3.1 shall be modified to eliminate clauses (g), (h) and (i). COMPANY shall
continue to be bound by the requirements of clauses (a), (b), (c), (d), (e),
(f), (j) and (k) of Section 3.1.


 


2.             All
other terms and conditions of the License Agreement shall remain unchanged.


 


The EFFECTIVE DATE of this Amendment is April 2, 2004.


 


	
  Agreed to for:  

  	
   

  
	
  MASSACHUSETTS INSTITUTE OF

  TECHNOLOGY 

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
  By

  	
  /s/ Rita Nelson 

  	
   

  	
  By

  	
  /s/ Susan K. Whoriskey, Ph.D.

  
	
  Name

  	
  Rita Nelson 

  	
   

  	
  Name

  	
  Susan K. Whoriskey

  
	
  Title

  	
  Director—Technology

  Licensing Office

  	
   

  	
  Title

  	
  Vice
  President—Licensing &

  Business Development

  
	
  Date:

  	
  April 5, 2004

  	
   

  	
  Date:

  	
  April
  5, 2004

  
							



 


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