Confidential Materials omitted and filed separately with the
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
This Agreement is made effective as of 1 st July 2007 (the “ Effective Date ”) by and between THE
MEDICINES COMPANY, a Delaware corporation having offices at 8 Campus Drive, Parsippany, New Jersey
07054 (“ TMC ”), NYCOMED DANMARK ApS, P.O. Box 88, Langebjerg 1 DK-4000 Roskilde, Denmark,
a company duly organized and existing under the laws of the Kingdom of Denmark (“ Nycomed ”), and
NYCOMED HOLDING ApS, P.O. Box 88, Langebjerg 1 DK-4000 Roskilde, Denmark, a company duly
organized and existing under the laws of the Kingdom of Denmark (“ Nycomed Parent ”).
TMC and Nycomed shall be referred to individually as a “ Party ” and collectively as the “ Parties ”.
Whereas, Nycomed and TMC were parties to that Sales, Marketing and Distribution Agreement, dated
25 th March, 2002, as amended May 28 th , 2003 (the “ Former Distribution Agreement ), pursuant to which
Nycomed was responsible for distribution, marketing, promotional and certain other services with respect to the
Product (as defined herein) in the Territory (for purposes of this Recital, as defined in the Former Distribution
Whereas, pursuant to that Termination and Transition Agreement between the Parties and Nycomed
Parent, dated the Effective Date (the “ Transition Agreement ”), the Parties and Nycomed Parent agreed, among
other things, to terminate the Former Distribution Agreement and to enter this Agreement, as well as a
Distribution Agreement, dated the date hereof (the “ New Distribution Agreement ”), in order to continue certain
activities of Nycomed under the Former Distribution Agreement without interruption;
Whereas, TMC is in the business of developing, manufacturing and marketing pharmaceutical products;
Whereas, Nycomed is engaged in, among other things, the promotion and marketing of