This Agreement (the "Termination Agreement") made this 1st day of November 2001, is entered into by and
between The Medicines Company, a Delaware corporation with its principal place of business at One
Cambridge Center, Cambridge, Massachusetts 02142 (the "Company"), and Stack Pharmaceuticals, Inc, a
Delaware corporation with its principal place of business at 5 Sylvan Way, Parsippany, New Jersey 07054
WHEREAS, the Company and SPI (together, the "Parties") are parties to that certain Services Agreement dated
April 1, 2000, as amended (the "Services Agreement"), by and between the Company and SPI pursuant to
which SPI provides requested infrastructure, consulting, advisory and related services to the Company;
WHEREAS, the Parties desire to terminate the Services Agreement; and
WHEREAS, SPI desires to assign to the Company, and the Company desires to acquire from SPI, certain
furniture, equipment and other property;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Termination of Agreement. The Parties agree that upon the date hereof, the Services Agreement shall terminate
and be of no further force or effect; provided however that Sections 5 and 7 (and Sections 9 through 15 to the
extent applicable to Sections 5 and 7) shall survive the termination of the Services Agreement.
2. Assignment of Lease. The Parties acknowledge and agree that the Lease dated February 28, 2000 between
SPI and Mack-Cali Morris Realty LLC has been assigned and assumed by the Company effective as of the date
hereof in accordance with the terms of, and pursuant to, that certain Assignment and Assumption of Lease dated
October 18, 2001 by and between the Parties.
3. Sale of Furniture and Equipment.
(a) For and in consideration of the payment by the Company to SPI of the Purchase Price (as defined below),