Exhibit 10.6
Confidential Materials omitted and
filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
Momenta Pharmaceuticals,
Inc.
675 West Kendall Street
Cambridge, MA 02142
October 18, 2006
Ms. Lita Nelsen, Director
Technology Licensing
Office
Massachusetts Institute of
Technology
77 Massachusetts Avenue
Cambridge, MA
02139-4307
Re:
Amended and Restated Exclusive Patent License
Agreement/M.I.T. License
Agreement #4908236
Dear Lita:
This letter is in reference to the
Amended and Restated Exclusive Patent License Agreement by and
between Massachusetts Institute of Technology (“MIT”)
and Momenta Pharmaceuticals, Inc. (“Momenta”) dated as
of November 1, 2002 and as amended by a First Amendment dated
November 1, 2002, letter agreements dated September 12, 2003 and
October 22, 2003, a Second Amendment dated November 19, 2003, a
Third Amendment dated April 2, 2004, a Fourth Amendment dated July
17, 2004, a Fifth Amendment dated August 5, 2006 and a letter
Agreement dated August 10, 2006 (collectively, the
“MIT-Momenta Agreement”). Capitalized terms used
herein and not otherwise defined shall have the meanings given such
terms in the MIT-Momenta Agreement.
As you know, Momenta has entered
into a Memorandum of Understanding (“MOU”) with Sandoz
AG (“Sandoz”) dated July 25, 2006 relating to the
development and commercialization of four follow-on and/or complex
generic products for sale in specified regions of the
world
