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Exhibit 10.27
The Medicines Company
8 Campus Drive
Parsippany, New Jersey 07054
December 23, 2005
Dear
:
This letter agreement (this
“Agreement”) is being entered into by and between The
Medicines Company (the “Company”), a Delaware
corporation, and you in connection with the acceleration of vesting
of any stock options granted to you pursuant to the Company’s
Plan that are “Out of the Money Options” (as defined
below).
Upon the recommendation of the
Compensation Committee, the Board of Directors of the Company (the
“Board”) has determined to fully accelerate the vesting
of each otherwise unvested stock option held by an option holder
either employed by the Company or serving as a member of the Board
as of December 23, 2005, if such option has an exercise price per
share equal to or greater than $20.50 (the “Out of the Money
Options”).
Lock-Up Agreement
In consideration of the acceleration
of each Out of the Money Options, you hereby agree to refrain from
selling, transferring, pledging or otherwise disposing of any
shares of the Company’s c
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