CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
SALES, MARKETING AND DISTRIBUTION AGREEMENT
This Agreement is made 25th March 2002 (the "Effective Date") by and between THE MEDICINES
COMPANY, INC., a Delaware corporation having offices at 5 Sylvan Way, Parsippany, New Jersey 07054
("TMC") and NYCOMED DANMARK A/S, 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").
The parties hereunder shall be referred to individually as a "Party" and collectively as the "Parties".
Whereas, TMC is in the business of developing, manufacturing and marketing pharmaceutical products.
Whereas, TMC desires to appoint Nycomed as the exclusive distributor in the territory outlined in Exhibit A (the
"Territory") for the Product and its Improvements manufactured by TMC described herein and as amended from
time to time (the "Product"), and to sell the Product to Nycomed on the terms and subject to the conditions
described in this Agreement.
Whereas, Nycomed is engaged in the marketing of pharmaceutical products and has represented to TMC that it
has the facilities, personnel, and technical expertise to promote, market and distribute the Product in all countries
of the Territory. Nycomed desires to accept such appointment as the exclusive distributor and to promote,
market and distribute the Product in the Territory, and to purchase the Product from TMC on the terms and
subject to the conditions described in this Agreement.
All capitalized terms used in this Agreement not otherwise defined shall have the meanings and definitions
ascribed to them as listed below.
1.1 "ADVERSE EVENT" means any unintended, unfavorable clinical sign or symptom, any new illness or
disease or deterioration of existing illness or disease or any clinically relevant
deterioration in laboratory variables (e.g., hematol