Amendment to License Agreement for Installing Novel Functional Groups for Therapeutics between Momenta Pharmaceuticals, Inc. and The Regents of the University of California (Berkeley Lab)

Summary

This letter agreement amends the existing license agreement between Momenta Pharmaceuticals, Inc. and The Regents of the University of California (through Berkeley Lab) regarding technology for installing novel functional groups for therapeutics. Momenta agrees to fund a specified minimum amount toward research, development, or commercialization of licensed products in 2005. If this funding is not met, the parties will discuss next steps, which may include accepting substitute milestones, negotiating new milestones, or limiting Momenta's license rights. The agreement also extends Momenta's rights to a broader field for the remainder of the term.

EX-10.13 3 a2154299zex-10_13.txt EXHIBIT 10.13 Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote omissions. February 8, 2005 BY OVERNIGHT COURIER Viviana Wolinsky, Licensing Manager Ernest Orlando Lawrence Berkeley National Laboratory 1 Cyclotron Road, MS 90R1070 Berkeley, California ###-###-#### Re: LICENSE AGREEMENT/L-03-1370 Dear Ms. Wolinsky: Reference is made to the License Agreement for Installing Novel Functional Groups for Therapeutics between Momenta Pharmaceuticals, Inc. ("Momenta") and the Regents of the University of California through the Ernest Orlando Lawrence Berkeley National Laboratory ("Berkeley Lab") dated November 20, 2002, as amended by letter agreement dated November 16, 2004 (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Agreement. Momenta has provided Berkeley Lab with a confidential strategic plan pertaining to Licensed Products. Berkeley has accepted such strategic plan in substitution for the milestones listed in Exhibit A to the Agreement with the understanding that Momenta shall fund, or cause its Affiliates, sublicensees and/or corporate partners to fund, no less than $[**] toward the research, development or commercialization of Licensed Products during calendar year 2005. In accordance with Section 3.3 of the Agreement, Momenta hereby notifies Berkeley Lab that it elects to extend its rights to the Broader Field for the remainder of the term of the Agreement and Berkeley Lab hereby accepts such extension of its rights to the Broader Field. If Momenta shall fail to expend the anticipated $[**] during calendar year 2005, Berkeley Lab and Momenta shall meet to discuss the reasons for such failure. Thereafter, Berkeley Lab may elect to accept substitute milestones achieved during calendar year 2005, negotiate additional milestones for calendar year 2006, or terminate Momenta's rights to the Broader Field. In the case of termination of Momenta's rights to the Broader Field, Viviana Wolinsky, Licensing Manager February 8, 2005 Page 2 Momenta shall nonetheless retain its exclusive license to the Specific Applications Field which will then be selected in accordance with Section 3.4 of the Agreement. If the foregoing is acceptable to Berkeley Lab, please indicate your consent by counter signing this letter and returning on fully-executed copy to me. We will then forward the first payment of $[**] to Berkeley Lab. Very truly yours, /s/ Susan K. Whoriskey Susan K. Whoriskey Vice President, Licensing & Business Development Agreed and accepted: The Regents of the University Of California, through the Ernest Orlando Lawrence Berkeley National Laboratory By: /s/ V. Wolinsky ----------------------------------------------