UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3, 2010
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-31191 | 04-3324394 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 8 Sylvan Way | ||
| Parsippany, New Jersey | 07054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 290-6000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2010, The Medicines Company (the “Company”) entered into an amendment (the “Amendment”)
to its License Agreement, dated December 18, 2003, as amended (the “License Agreement”) with
AstraZeneca AB (“AstraZeneca”). Under the License Agreement, the Company obtained exclusive rights
to develop, market and sell cangrelor worldwide, excluding Japan, China, Korea, Taiwan and
Thailand.
The Amendment requires the Company to commence certain clinical studies of cangrelor specified in
the Amendment and to use commercially reasonable efforts to file new drug applications for
cangrelor, eliminating the specific time lines previously specified in the License Agreement.
Additionally, the Amendment terminates certain regulatory assistance obligations of AstraZeneca,
provides AstraZeneca with an option to obtain certain commercial support services, to be confirmed,
from the Company for one of AstraZeneca’s products and provides AstraZeneca with a termination
right upon a specified change of control of the Company.
Under the Amendment, the Company agreed to pay a one-time amendment fee and milestone payments of
up to $50.0 million in the aggregate upon reaching agreed upon commercial milestones. The Company
also agreed to a modification of the royalty rates that the Company is obligated to pay on annual
sales of cangrelor
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MEDICINES COMPANY |
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| Date: June 9, 2010 | By: | /s/ Paul M. Antinori | ||
| Paul M. Antinori | ||||
| Senior Vice President and General Counsel | ||||