Biotech Values

[DewDiligence]

MNTA’s Board of Directors

[Revised for the pending retirement of co-founder, Robert Langer, from
BoD and for the new ages and term expirations of continuing directors.]


MNTA’s BoD consists of eleven directors and it now has two open slots: one from the departure of VC Peter Barrett in Dec 2008 (#msg-33979910), and one from the pending departure of Dr. Langer, which was announced in MNTA’s DEF14A filing on 4/30/09. The nine continuing directors are as follows:

• Two insiders: Craig Wheeler, MNTA’s CEO since 2006, and Ram Sasisekharan, co-founder of MNTA and a professor at MIT.

• Two venture capitalists whose firms have owned MNTA shares dating back to the company’s pre-IPO period: John Clarke and Alan Crane. (Crane is a former CEO of MNTA and could be considered a quasi-insider.)

• Five independent directors: Fanucci, Hutt, Shapiro, Stoner, and the Chairman, Sulat. Of these five, two are MD’s, one is the former CFO of Millennium Pharmaceuticals, one is the former CFO of Memory Pharmaceuticals, and one is the former Chief Counsel of the FDA.

The five independent directors currently comprise a slim majority of the nine occupied seats on the BoD; however, I expect that both of the open slots will be filled with independent directors, which will bring the number of independent directors to 7 of the 11 total directors.

No single shareholder or group of affiliated shareholders is in a position to unduly influence the BoD. The largest shareholder is MNTA’s development partner, Novartis, who has an 11.8% equity stake.

All told, I think any reasonable person would agree that MNTA’s directors are a distinguished group. The nine continuing directors are listed below in alphabetical order.


John K. Clarke, age 55; term expires 2012; director since 2002:

Mr. Clarke founded Cardinal Partners, a venture capital firm, in 1997 and has served as the Managing General Partner since 1997. He has founded and served as interim Chief Executive Officer of a number of portfolio companies, including Alkermes, Inc., Arris Pharmaceuticals, Inc., Cubist Pharmaceuticals, Inc. and the DNX Corporation. Mr. Clarke is chairman of the board of directors of Alnylam Pharmaceuticals, Inc. and serves as a member of the board of directors of Visicu, Inc. and a number of privately-held health care companies. He received his B.A. in Biology and Economics from Harvard College and his M.B.A. from the Wharton School of the University of Pennsylvania.


Alan L. Crane, age 45; term expires 2011; director since 2001:

Mr. Crane served as our President and Chief Executive Officer from May 2002 through August 2006 and September 2006, respectively. Mr. Crane also held the position of Chairman of the Board from June 2001 until June 2005 when, in connection with the determination of our board of directors to separate the positions of chairman of the board and chief executive officer, Mr. Crane resigned as Chairman. Mr. Crane has served as President and Chief Executive Officer of Tempo Pharmaceuticals since December 2006. Mr. Crane also serves as a venture partner at Polaris Venture Partners, a venture capital firm, and serves on the boards of several privately-held biopharmaceutical companies. From February 1997 to May 2002, Mr. Crane held various management positions at Millennium Pharmaceuticals, Inc., a biopharmaceutical company. He most recently served as Senior Vice President, Global Corporate Development, where he led Millennium’s strategic alliance, mergers and acquisitions and licensing activities. Mr. Crane received his B.A. in Biology, summa cum laude, from Harvard College and both his M.A. in Biology and M.B.A. in General Management from Harvard University.


Marsha H. Fanucci, age 56; term expires 2011; director since 2005:

Ms. Fanucci has served as Senior Vice President and Chief Financial Officer of Millennium Pharmaceuticals, Inc. since July 2004, where she is responsible for corporate strategy, treasury, financial planning and reporting and operations. Since joining Millennium in 2000, she has also served as Vice President, Finance and Corporate Strategy and Vice President, Corporate Development and Strategy. Previously, she was Vice President of Corporate Development and Strategy at Genzyme from 1998 to 2000. From 1987 to 1998, Ms. Fanucci was employed at Arthur D. Little, Inc. where she most recently served as Vice President and Director. She received her B.S. in Pharmacy from West Virginia University and her M.B.A. from Northeastern University.


Peter Barton Hutt, age 74; term expires 2011; director since 2001:

Mr. Hutt is a senior counsel at the law firm of Covington & Burling and has been an attorney with that firm since 1975. He served as Chief Counsel for the Food and Drug Administration from 1971 through 1975. Mr. Hutt is a member of the Institute of Medicine of the National Academy of Sciences and teaches a course on Food and Drug Law each Winter Term at Harvard Law School. He co-authored the casebook used to teach Food and Drug Law and has published numerous papers on the subject. Mr. Hutt is a member of the board of directors of CV Therapeutics, Inc., Favrille, Inc., Introgen Therapeutics, Inc., Ista Pharmaceuticals, Inc., Xoma Ltd. and several privately-held life sciences companies. Mr. Hutt received his B.A., magna cum laude, from Yale University, his L.L.B. from Harvard University and his L.L.M. from New York University.


Ram Sasisekharan, PhD, age 44; term expires 2010; director since 2001:

Co-founder of Momenta. Dr. Sasisekharan has been a Professor of Biological Engineering at the Massachusetts Institute of Technology since 1996 and is affiliated with the Harvard-MIT Division of Health Sciences and Technology. Dr. Sasisekharan’s research on complex polysaccharides has led to over 106 publications and over 34 patents, including the core technologies of Momenta. He has won both the Burroughs Wellcome and Beckman Foundation Young Investigator Awards and was the recipient of the 1998, 1999, 2000 and 2001 CaPCure Awards from the CaPCure Foundation. Dr. Sasisekharan serves on the steering committee of the Consortium for Functional Glycomics. Dr. Sasisekharan received his Ph.D. in Medical Sciences from Harvard Medical School.


Bennett M. Shapiro, MD, age 68; term expires 2010; director since 2003:

Since 2003, Dr. Shapiro has served as a private consultant providing advice to executives. From September 1990 to July 2003, Dr. Shapiro served as an Executive Vice President of Merck & Co., Inc., a research-based pharmaceutical company. Dr. Shapiro is the former head of Worldwide Licensing and External Research at Merck; prior to that he served as the head of Basic and Preclinical Research at Merck and as Chairman of the Biochemistry department at the University of Washington. Dr. Shapiro serves on the board of numerous privately-held biopharmaceutical companies. Dr. Shapiro received his B.S. in Chemistry from Dickinson College and his M.D. from Jefferson Medical College.


Elizabeth Stoner, MD, age 58; term expires 2010; director since 2007:

Dr. Stoner recently joined MPM Capital as an Executive Partner following a 22-year career at Merck Research Laboratories. At the time of her retirement from Merck, Dr. Stoner was Senior Vice President of Global Clinical Development Operations with responsibility for the company's clinical development activities in more than 40 countries. She also oversaw the clinical development activities of Merck's Japanese partner, Banyu, led the clinical development for the Merck/Schering-Plough Joint Venture for Zetia/Vytorin, and played a critical leadership role in Merck's efforts to transform its worldwide clinical development operations. Earlier in her career at Merck, Dr. Stoner had led the Proscar clinical development program from inception, establishing Merck as a leader in the field of prostate disease. As Endocrine Therapeutic Head, Dr. Stoner's responsibilities included all steroid and lipid metabolism, as well as the growth hormone secretagogue clinical research programs. Prior to her position at Merck, she was an Assistant Professor of Pediatrics at Cornell University Medical College. Dr. Stoner received a BS in Chemistry from Ottawa University, KS, an MS in Chemistry from the State University of New York at Stony Brook, and an MD from Albert Einstein College of Medicine.


James R. Sulat, age 58; term expires 2012; director since 6/5/08:

Mr. Sulat was appointed Chairman of the Board in December 2008 (#msg-33979910). Previously, he served as the Chief Financial Officer of Memory Pharmaceuticals from February 2008 to December 2008 (when it was acquired by Roche) and as Memory Pharmaceuticals' President and Chief Executive Officer from May 2005 until February 2008. Jim has also served as a member of the board of directors of Memory Pharmaceuticals since May 2005. From May 2003 to February 2004, Mr. Sulat served as the Senior Executive Vice President of Moore Wallace Incorporated. Following the acquisition of Moore Wallace by R.R. Donnelley & Sons Company in February 2004, Mr. Sulat became Chief Financial Officer of R.R. Donnelley and served in that position until May 2004. From 1998 to 2003, Mr. Sulat served as Vice President and Chief Financial Officer of Chiron Corporation. Mr. Sulat serves as a director of Maxygen, Inc. and Intercell AG. Mr. Sulat received a B.S. from Yale University, and an MBA and an M.S. in Health Services Administration from Stanford University.


Craig A. Wheeler, age 48; term expires 2012; director since 2006:

Mr. Wheeler has served as President since August 22, 2006 and was appointed as our Chief Executive Officer effective as of September 12, 2006. Prior to joining Momenta, Mr. Wheeler served as President of Chiron Biopharmaceuticals from August 2001 until June 2006. Prior to joining Chiron, Mr. Wheeler was a senior member of The Boston Consulting Group’s health care practice from August 1988 until August 2001. Mr. Wheeler was appointed to the board of directors of Avanir Pharmaceuticals, Inc. in September 2005. Mr. Wheeler received B.S. and M.S. degrees in chemical engineering from Cornell University and an M.B.A. degree from the Wharton School of the University of Pennsylvania.