Attached files
file | filename |
---|---|
EX-32.2 - EX-32.2 - MEDICINES CO /DE | y80305exv32w2.htm |
10-Q - FORM 10-Q - MEDICINES CO /DE | y80305e10vq.htm |
EX-31.2 - EX-31.2 - MEDICINES CO /DE | y80305exv31w2.htm |
EX-10.1 - EX-10.1 - MEDICINES CO /DE | y80305exv10w1.htm |
EX-31.1 - EX-31.1 - MEDICINES CO /DE | y80305exv31w1.htm |
EX-32.1 - EX-32.1 - MEDICINES CO /DE | y80305exv32w1.htm |
Exhibit 10.2
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Securities and Exchange Commission. Asterisks denote omissions.
AMENDMENT NO. 3 TO
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This is Amendment No. 3 (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 August 12, 2009 (the Effective Date).
Recitals
WHEREAS, TMC and Distributor are parties to the Amended and Restated Distribution Agreement,
dated February 28, 2007, as amended by Amendment No. 1 dated November 7, 2007 and Amendment No. 2
dated October 1, 2008 (as amended, the Agreement), under which Distributor distributes TMCs
products ANGIOMAX® (bivalirudin) and Cleviprex® (clevidipine butyrate).; 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. Payment by Distributor for Product Orders. Section 5.1 of the Agreement is deleted
in its entirety and replaced with the following:
Payment by Distributor for Product Orders. Distributor agrees to pay for
each Product unit based on the purchase price schedule in Exhibit B, which may be
amended from time to time at TMCs sale discretion. Distributors terms of payment
shall be (a) [**]. Should TMC discontinue the Drop Ship Channel and implement a
Direct Channel model for all customers, the [**]%/30 days terms will be discontinued
to the Distributor. Distributor shall be entitled to four (4) float days for all
payments made by electronic fund transfers to the TMC lockbox account.
Account Name: | The Medicines Company | ||
Bank Name: | JP Morgan Chase Bank New York, NY 01004 |
||
Account No.: | [**] | ||
FED ABA No.: | [**] |
3. 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.
The Medicines Company | Integrated Commercialization Solutions, Inc. | |||||||
By:
|
/s/ John F. Riggs | By: | /s/ Doug Cook | |||||
Name:
|
John F. Riggs | Name: | Doug Cook | |||||
Title:
|
VP Global Contracting & Pricing Integrity | Title: | VP, Distribution Services |