The Medicines Company
requests that the marked portions of the agreement be
granted confidential treatment under
Rule 24b-2 of the Securities Exchange Act of 1934.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This is Amendment
No. 1 (this “ Amendment ”) to the Amended
and Restated Distribution Agreement, effective as of
February 28, 2007, between The Medicines Company , a
Delaware corporation with offices at 8 Campus Drive, Parsippany, NJ
07054 (“ TMC ”), and Integrated
Commercialization Solutions, Inc., a California corporation with
offices at 3101 Gaylord Parkway, Frisco, TX 75034 (the “
Distributor ”). This Amendment is effective as of
November 7, 2007 (the “Effective
Date”).
WHEREAS, TMC and
Distributor are parties to the Amended and Restated Distribution
Agreement, effective as of February 28, 2007 (the “
Agreement ”), under which Distributor distributes
TMC’s product ANGIOMAX® (bivalirudin); and
WHEREAS, the
parties now desire to amend the Agreement as more fully set forth
herein;
NOW, THEREFORE, in
consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration,
the receipt of which are hereby acknowledged, the parties agree as
follows:
1.
Defined Terms . Capitalized terms that are not defined in
this Amendment shall have the meanings given to them in the
Agreement.
2.
Schedule C . Schedule C to the Agreement is hereby
deleted and replaced in its entirety with the attached revised
Schedule C.
3.
Schedule D . Schedule D to the Agreement is hereby
deleted and replaced in its entirety with the attached revised
Schedule D.
4. Effect
of Amendment . Except as expressly provided in this Amendment,
the Agreement will continue in full force according to its terms.
If there is any conflict between the Agreement and any provision of
this Amendment, this Amendment will control.
IN WITNESS
WHEREOF, the parties have executed this Amendment as of the
Effective Date.
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The
Medicines Company
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Integrated
Commercialization Solutions, Inc.
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/s/ John
Kelley
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By:
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/s/ David
Cheetham
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John
Kelley
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Name:
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David
Cheetham
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President;
C.O.O.
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Title:
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President
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Data Transfer and
Reporting
Daily Inventory
Summary Report
Daily Sales
Summary Report
867 Collection
and Report Conversion (up to 5 Wholesalers)
Weekly
Chargeback Reports
Daily Sales
and Returns Report
Weekly Service
Level Report
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1.
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Orders Received
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2.
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Packages Shipped
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2