Exhibit 10.2

MOMENTA PHARMACEUTICALS, INC.

Restricted Stock Agreement
Granted Under 2004 Stock Incentive Plan

AGREEMENT made on                          between Momenta Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and                        (the “ Participant ”).

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1.             Issuance of Shares .

The Company hereby issues to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2004 Stock Incentive Plan, as amended (the “ Plan ”),                    shares (the “ Shares ”) of common stock, $0.0001 par value per share, of the Company (“ Common Stock ”).  The Shares will be held in book entry by the Company’s transfer agent in the name of the Participant for that number of Shares issued to the Participant.  The Participant agrees that the Shares shall be subject to the forfeiture provisions set forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 3 of this Agreement.

2.             Vesting .

(a)           Unless otherwise provided in this Agreement or the Plan, in the event that Participant ceases to be employed by the Company on or before [four years from grant date] , for any reason or no reason, with or without cause, all of the Unvested Shares (as defined below) will be immediately and automatically forfeited and returned to the Company for no consideration effective as of the date of termination of employment.  The Participant will have no further rights with respect to any Shares that are so forfeited.  “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage.  “Applicable Percentage” shall be (i) 100% during the 12-month period ending on [one year from grant date] ; (ii) 75% less 6.25% for each three-month period from and after [one year from grant date] , and (iii) zero on or after [four years from grant date] .

(b)           For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

3.             Restrictions on Transfer .

(a)           The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “ transfer ”) any Shares, or any interest therein, until such Shares have vested, except that the Participant may transfer such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “ Approved Relatives ”) or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation), provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement.

(b)           The Company shall not be required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement.

4.             Restrictive Legends .

All Shares subject to this Agreement subject to the following restriction, in addition to any other legends that may be required under federal or state securities laws:

“The shares of stock represented by this certificate are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation.”

5.             Provisio