Exhibit 10.4
Confidential Materials
omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote
omissions.
AMENDMENT
This Amendment (the
“ Amendment ”) to the License Agreement dated as
of December 18, 2003 by and between
(1)
ASTRAZENECA AB, a company incorporated under the laws of Sweden
with its registered office at SE-151 85 Södertälje,
Sweden (“ASTRAZENECA”) (“ AstraZeneca
”); and
(2)
The MEDICINES COMPANY, a company incorporated under the laws of
Delaware with its registered office at 8 Campus Drive, Parsippany,
New Jersey 07054, United States (“TMC”).
(the “
Agreement ”) is made effective as of July 6, 2007 (the
“ Amendment Effective Date ”).
Recitals
WHEREAS, the Parties
desire to amend, modify and restate certain terms and conditions of
the Agreement.
Agreement
NOW, THEREFORE, in
consideration of the mutual covenants contained in this Amendment,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
1
Definitions .
Any capitalized term
not separately defined in this Amendment shall have the meaning
ascribed to it in the Agreement.
2
Modifications
2.1
Article 3.7.2 of the Agreement shall be amended to read as
follows:
“3.7.2
Time Limit for Filing of an NDA.
a)
TMC shall no later than [**] have made a Filing of an NDA [**]
b)
TMC shall no later than [**] or [**] after having made a Filing of
an NDA in the United States, whichever is the earlier, have made a
Filing of an NDA [**].
c) TMC shall no
later than [**] or [**] after having made the last Filing of an NDA
under Article 3.7.2 (b), whichever is the earlier, have made a
Filing of an NDA [**].”
2.2
Articles 5.1.1 and 5.1.2 of the Agreement shall be amended to read
as follows:
“5.1.1 the
Parties will, up until the date when F
