Delaware
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04-3561634
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(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.)
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675 West Kendall Street
Cambridge, Massachusetts
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Title of securities to be registered
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Amount
to be registered(1) |
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Proposed
maximum offering price per share(4) |
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Proposed
maximum aggregate offering price(4) |
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Amount of
registration fee |
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Common stock, par value $0.0001 per share
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1,400,000(2)
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$16.30
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$22,820,000
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$2,644.84
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Common stock, par value $0.0001 per share
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4,300,000(3)
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$16.30
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$70,090,000
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$8,123.44
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(2)
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Consists of an additional 1,400,000 shares issuable under the Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan, as amended and restated (the “ESPP”).
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MOMENTA PHARMACEUTICALS, INC.
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By:
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/s/ Craig A. Wheeler
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Name: Craig A. Wheeler
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Title: President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Craig A. Wheeler
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President, Chief Executive Officer and Director
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August 7, 2017
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Craig A. Wheeler
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(Principal Executive Officer)
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/s/ Scott M. Storer
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Senior Vice President and Chief Financial Officer
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August 7, 2017
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Scott M. Storer
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(Principal Financial and Accounting Officer)
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/s/ James R. Sulat
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Chairman of the Board and Director
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August 7, 2017
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James R. Sulat
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/s/ Bruce L. Downey
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Director
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August 7, 2017
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Bruce L. Downey
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/s/ Corey N. Fishman
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Director
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August 7, 2017
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Corey N. Fishman
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/s/ Georges Gemayel
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Director
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August 7, 2017
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Georges Gemayel
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/s/ Steven C. Gilman
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Director
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August 7, 2017
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Steven C. Gilman
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/s/ Jose-Carlos Gutiérrez-Ramos
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Director
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August 7, 2017
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Jose-Carlos Gutiérrez-Ramos
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/s/ Thomas P. Koestler
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Director
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August 7, 2017
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Thomas P. Koestler
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/s/ Elizabeth Stoner
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Director
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August 7, 2017
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Elizabeth Stoner
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Exhibit
Number |
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Description
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4.1(1)
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Third Amended and Restated Certificate of Incorporation of the Registrant
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4.2(2)
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Certificate of Designations of Series A Junior Participating Preferred Stock, dated November 8, 2005
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4.3(3)
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Fourth Amended and Restated By-laws of the Registrant
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4.4(4)
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Specimen certificate evidencing shares of common stock of the Registrant
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5.1
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Opinion of Latham & Watkins LLP
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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99.1(5)
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Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan (as amended and restated)
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99.1(6)
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Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan (as amended and restated)
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August 7, 2017
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200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com
FIRM / AFFILIATE OFFICES
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Moscow
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Washington, D.C.
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Re:
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Registration Statement on Form S-8; 5,700,000 shares of common stock, par value $0.0001 per share, of Momenta Pharmaceuticals, Inc.
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August 7, 2017
Page 2
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Very truly yours,
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/s/ LATHAM & WATKINS LLP
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Consent of Independent Registered Public Accounting Firm
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We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan
and the Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan of our reports dated February 24, 2017, with respect to the consolidated financial statements of Momenta Pharmaceuticals, Inc. and the effectiveness of internal control over financial reporting of Momenta Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP
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