WILL CONTINUE TO VEST IN ACCORDANCE WITH THEIR TERMS), AND ANY CLAIM
OR DAMAGE ARISING OUT OF YOUR EMPLOYMENT WITH AND/OR SEPARATION FROM THE COMPANY
(INCLUDING A CLAIM FOR RETALIATION) UNDER ANY COMMON LAW THEORY OR ANY FEDERAL,
STATE OR LOCAL STATUTE OR ORDINANCE NOT EXPRESSLY REFERENCED ABOVE; PROVIDED,
HOWEVER, THAT NOTHING IN THIS LETTER AGREEMENT PREVENTS YOU FROM FILING,
COOPERATING WITH, OR PARTICIPATING IN ANY PROCEEDING BEFORE THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION OR A STATE FAIR EMPLOYMENT PRACTICES AGENCY (EXCEPT THAT
YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO RECOVER ANY MONETARY BENEFITS IN
CONNECTION WITH ANY SUCH CLAIM, CHARGE OR PROCEEDING); PROVIDED, FURTHER, THAT
NOTHING IN THIS LETTER AGREEMENT PREVENTS YOU FROM BRINGING A CLAIM FOR
INDEMNIFICATION PURSUANT TO THE COMPANY'S DIRECTORS AND OFFICERS INSURANCE
POLICIES AS THEY EXIST FROM TIME TO TIME OR PURSUANT TO THE THIRD AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION OF MOMENTA PHARMACEUTICALS, INC. OR IN ANY
MATERIAL WAY ALTERS ANY OF YOUR RIGHTS TO INSURANCE COVERAGE OR INDEMNIFICATION
RELATING TO YOUR EMPLOYMENT WITH THE COMPANY OR YOUR CONTINUING SERVICE AS A
MEMBER OF THE COMPANY'S BOARD OF DIRECTORS.
2
The Company hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges you from any and all claims, charges, complaints,
demands, actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and expenses (including
attorney's fees and costs), of every kind and nature that the Company ever had
or now has against you as of the date of this letter agreement.
4.
NON-DISCLOSURE AND NON-COMPETITION AND NON-SOLICITATION - YOU
ACKNOWLEDGE AND REAFFIRM YOUR OBLIGATION TO KEEP CONFIDENTIAL ALL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY WHICH YOU ACQUIRED DURING THE COURSE OF YOUR
EMPLOYMENT WITH THE COMPANY, AS STATED MORE FULLY IN THE MARCH 15, 2002
EMPLOYMENT AGREEMENT, AS AMENDED, YOU EXECUTED AT THE INCEPTION OF YOUR
EMPLOYMENT WHICH REMAINS IN FULL FORCE AND EFFECT.
YOU FURTHER ACKNOWLEDGE AND
REAFFIRM YOUR NON-COMPETITION AND NON-SOLICITATION OBLIGATIONS SET FORTH THEREIN
THAT ALSO REMAIN IN FULL FORCE AND EFFECT.
NOTWITHSTANDING THE FOREGOING, THE
MARCH 15, 2002 EMPLOYMENT AGREEMENT IS HEREBY AMENDED SUCH THAT THE PHRASE,
"FIELD OF INTEREST," SHALL MEAN THE FIELD CONSISTING OF ANY HEPARIN-BASED
THERAPEUTIC OR GLYCAN-BASED BIOGENERIC ("BIOGENERIC" IS DEFINED AS A PROTEIN
DRUG WHERE THE DRUG IN THE FORM ADMINISTERED TO PATIENTS IS INTENDED TO HAVE THE
SAME LABEL AS THE REFERENCE LISTED DRUG).
5.
RETURN OF COMPANY PROPERTY - YOU AGREE TO RETURN WITHIN SEVEN (7)
DAYS OF THE EXECUTION OF THIS LETTER AGREEMENT ALL COMPANY PROPERTY INCLUDING,
BUT NOT LIMITED TO, KEYS, FILES, RECORDS (AND COPIES THEREOF), EQUIPMENT,
(INCLUDING, BUT NOT LIMITED TO, COMPUTER HARDWARE, SOFTWARE AND PRINTERS,
WIRELESS HANDHELD DEVICES, CELLULAR PHONES, PAGERS, ETC.), COMPANY
IDENTIFICATION, COMPANY VEHICLES AND ANY OTHER COMPANY-OWNED PROPERTY WHICH IS
IN YOUR POSSESSION OR CONTROL (EXCEPT MATERIALS RELEVANT TO THE SANDOZ
COLLABORATIONS, AS DEFINED IN EXHIBIT B HERETO, OR MATERIALS RELATED TO YOUR
SERVICE AS A MEMBER OF THE COMPANY'S BOARD OF