Exhibit 10.4


 


Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.


 


AMENDMENT


 


This Amendment  (the “Amendment”) to the License Agreement dated
as of December 18, 2003 by and between


 


(1)           ASTRAZENECA AB, a company incorporated under
the laws of Sweden with its registered office at SE-151 85 Södertälje, Sweden (“ASTRAZENECA”)
(“AstraZeneca”); and


 


(2)           The MEDICINES COMPANY, a company
incorporated under the laws of Delaware with its registered office at 8 Campus
Drive, Parsippany, New Jersey 07054, United States (“TMC”).


 


(the “Agreement”) is made effective as of July 6,
2007 (the “Amendment Effective Date”).


 


Recitals


 


WHEREAS, the Parties desire to amend, modify and restate certain terms and
conditions of the Agreement.


 


Agreement


 


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, agree as follows:


 


1              Definitions.


 


Any capitalized term not separately defined in this Amendment shall
have the meaning ascribed to it in the Agreement.


 


2              Modifications


 


2.1           Article 3.7.2 of the Agreement shall be
amended to read as follows:


 


“3.7.2                      Time
Limit for Filing of an NDA.


 


a)          TMC shall no later than [**] have made a
Filing of an NDA [**]


 


b)          TMC shall no later than [**] or [**] after
having made a Filing of an NDA in the United States, whichever is the earlier,
have made a Filing of an NDA [**].


 


c)     TMC shall no later than [**] or [**] after having
made the last Filing of an NDA under Article 3.7.2 (b), whichever is the
earlier, have made a Filing of an NDA [**].”


 


2.2           Articles 5.1.1 and 5.1.2 of the Agreement
shall be amended to read as follows:


 


“5.1.1      the Parties will, up until the date when Filing
of an NDA has been made in the last Major Market, meet every six months to
review TMC’s progress and efforts in the development work contemplated herein.
Such meeting will take place on a location to be agreed by the Parties, or,
should the Parties not be able to agree, 


 

















 


alternately with each Party at a site to be determined by the Party
hosting the meeting. In advance of such meeting, TMC will provide ASTRAZENECA a
reasonable written summary of such development work, including, without
limitation, summaries of protocol designs of any clinical trials conducted or
to be conducted, any changes to same and any Results developed during the
period concerned;


 


5.1.2        TMC shall further in advance of such meeting
provide ASTRAZENECA in writing a timetable for the expected Filings of an NDA,
expected NDA Approvals and expected Launches during the six months-period, or
other shorter applicable period, to come. In connection therewith TMC shall
provide to ASTRAZENECA in writing, for the same period of time, a non-binding
marketing plan and sales forecast for the Product in any Major Market where the
Product by that time has been Launched or is expected to be Launched during the
applicable period immediately to come;”


 


3              Amendment
Effective Date


 


This Amendment shall become effective on the Amendment Effective Date.


 


4              Entire Agreement


 


This Amendment, together with the Agreement, constitutes the entire
agreement between the Parties with respect to the subject matter of the
Agreement. The Agreement together with this Amendment supersedes all prior
agreements, whether written or oral, with respect to the subject matter of the
Agreement, as amended. Each Party confirms that it is not relying on any
representations, warranties or covenants of the other Party except as
specifically set out in the Agreement as amended. Nothing in this Amendment is
intended to limit or exclude any liability for fraud. The Parties hereby agree
that subject to the modifications specifically stated in this Amendment, all
terms and conditions of the Agreement shall remain in full force and effect.


 


Execution


 


THIS AMENDMENT IS EXECUTED by the authorised representatives of the
Parties as of the date first written above.


 


	
  SIGNED for and on behalf of

  AstraZeneca AB (publ)

  	
  SIGNED for and on behalf of 

  The Medicines Company

  
	
   

  	
   

  
	
  /s/ [illegible] Olsson

  	
   

  	
  /s/ Clive Meanwell

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
  Name:

  	
  [illegible] Olsson

  	
   

  	
  Name:

  	
  Clive A. Meanwell

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorised Signatory

  	
   

  	
  Title: 

  	
  Chairman and CEO

  	
   

  
							



 


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