Exhibit
10.3


 


Confidential
Materials omitted and filed separately with the


SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE OMISSIONS.


 


EXECUTION COPY


 


SERVICES AGREEMENT


 


This Agreement is made
effective as of 1st July 2007 (the “Effective Date”) by and
between THE MEDICINES COMPANY, a Delaware corporation having offices at 8
Campus Drive, Parsippany, New Jersey 07054 (“TMC”), NYCOMED DANMARK ApS,
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”), and
NYCOMED HOLDING ApS, 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
Parent”).


 


TMC and Nycomed shall be
referred to individually as a “Party” and collectively as the “Parties”.


 


WITNESSETH


 


Whereas, Nycomed and TMC
were parties to that Sales, Marketing and Distribution Agreement, dated 25th
March, 2002, as amended May 28th, 2003 (the “Former Distribution
Agreement), pursuant to which Nycomed was responsible for distribution,
marketing, promotional and certain other services with respect to the Product
(as defined herein) in the Territory (for purposes of this Recital, as defined
in the Former Distribution Agreement);


 


Whereas, pursuant to that
Termination and Transition Agreement between the Parties and Nycomed Parent,
dated the Effective Date (the “Transition Agreement”), the Parties and
Nycomed Parent agreed, among other things, to terminate the Former Distribution
Agreement and to enter this Agreement, as well as a Distribution Agreement,
dated the date hereof (the “New Distribution Agreement”), in order to
continue certain activities of Nycomed under the Former Distribution Agreement
without interruption;


 


Whereas, TMC is in the
business of developing, manufacturing and marketing pharmaceutical products;


 


Whereas, Nycomed is
engaged in, among other things, the promotion and marketing of pharmaceutical
products and has represented to TMC that it has the facilities, personnel, and
technical expertise to promote and detail the Product, and provide the other
services described herein, in all countries of the territory outlined in Exhibit
A (the “Territory”); and


 


Whereas, TMC seeks to
obtain such services from Nycomed;


 


NOW THEREFORE, in
consideration of the mutual agreements set forth herein, TMC and Nycomed hereby
agree as follows:


 


1

















 


1.             DEFINITIONS


 


All capitalized terms
used in this Agreement not otherwise defined shall have the meanings and
definitions ascribed to them as listed below.


 


1.1.          “Affiliate”
means any corporation, company, joint venture, partnership or other entity
which, directly or indirectly, controls, is controlled by, or is under common
control with a Party to this Agreement. “Control” means the ownership of
at least 50% of the issued share capital or business assets of another entity,
the power to exercise at least 50% of the voting rights of another entity, or
the power to appoint more than 50% of the Board of Directors of another entity.


 


1.2.          “Angiomax”
means Angiomax®, Angiox®, Angionax® or any
other Trademark selected by TMC for the Product in the Territory.


 


1.3.          “Approvals”
means and includes all filings, approvals, registrations, permits, licenses and
authorizations related to the Product which are necessary or which, in the
reasonable opinion of TMC, are desirable, to be made with or obtained from any
Governmental Authority for the importation, sale, marketing and promotion of
the Product in the Territory or any part thereof, including primarily, but
without limitation, authorizations of medicinal products for human use and
approval of related labels and packaging, as well as pricing and social health
system reimbursement approvals.


 


1.4.          “AQRPA” means
the Analysis, Quality Release and Packaging Agreement, entered into as of March
24, 2004, between TMC and Nycomed.


 


1.5.          “Business
Day” means any day on which the banks in the Kingdom of Denmark are
open for business.


 


1.6.          “Commitment”
means, at any time, the then-current Nycomed Employees, each
performing the relevant Employee Function for the relevant Employee Percentage
(as measured on a quarterly basis).


 


1.7.          “Country
Employee” means any Nycomed Employee whose Employee Function is the
performance of a Country Service.


 


1.8.          “Country
Services” has the meaning set forth in Section 2.1(a).


 


1.9.          “Detail”
means a face-to-face contact of a sales representative with a Target Prescriber
during which scientific and/or medical information about a Product is discussed.
A Detail does not include a reminder or sample drop. When used as a verb, the
term “Detailing” means to engage in the activity of a Detail.


 


2

















 


1.10.        “Employee
Function” means, with respect to a Nycomed Employee, the Services
performed by such Nycomed Employee, as set forth in Schedule 4.1.


 


1.11.        “Employee
Percentage” means, with respect to a Nycomed Employee, the
percentage of business time spent by such Nycomed Employee in performing the
relevant Employee Function, as set forth in Schedule 4.1.


 


1.12.        “FTE Costs” means,
with respect to each calendar quarter or portion thereof under this Agreement,
the result of the following calculation:


 


(a)           For each Nycomed
Employee, the relevant FTE Rate multiplied by the relevant Employee Percentage,
prorated as necessary if the relevant Employee Services were only provided for
a portion of such calendar quarter;


 


(b)           The sum of all the
amounts calculated in accordance with clause (a);


 


(c)           The result of clause
(b) divided by four to reflect a quarterly compensation;


 


(d)           The result of clause
(c) multiplied by 125 percent (125%).


 


By way of example, the FTE Costs
would be calculated as follows:


[**]


 


3

















 


1.13.        “FTE Rate”
means, with respect to a Nycomed Employee, the annual compensation cost to
Nycomed or the relevant Nycomed Affiliate employing such Nycomed Employee, as
set forth in Schedule 4.1.


 


1.14.        “Governmental
Authority” means and includes all governmental and regulatory
bodies, agencies, departments or entities, whether or not located in the
Territory, which regulate, direct or control commerce in or with the Territory,
including Approvals.


 


1.15.        “Grupo Ferrer”
means Grupo Ferrer Internacional S.A.


 


1.16.        “Improvements”
means authorized, updated or modified manufacturing processes for the Product
or its component substances, additional dosage unit sizes or other similar
authorized modifications to the production and delivery of the Product as part
of an Approval for the Product.


 


1.17.        “Indication”
means a particular use for the Product which has received Approval from a
Governmental Authority in one or more countries of the Territory.


 


1.18.        “Initial
Indication” means the Product’s first Indication receiving Approval
in one or more countries of the Territory.


 


1.19.        “International
Employee” means any Nycomed Employee whose Employee Function is the
performance of an International Service.


 


1.20.        “International
Services” has the meaning set forth in Section 2.1(a).


 


1.21.        “Launch”
means the date of announcement to prescribers of pharmaceuticals, of the
availability of Product upon prescription to treat an Initial Indication or a
subsequent Indication in any country in Territory.


 


1.22.        “Marketing
Plan” means the written plans prepared by Nycomed for conducting the
Services. The Marketing Plan in effect of the Effective Date is attached hereto
as Exhibit F.


 


1.23.        “Nycomed
Employee” means each employee of Nycomed or one of Nycomed’s
Affiliates who is performing Services pursuant to this Agreement, as set forth
in Schedule 4.1.


 


1.24.        “Packaging
Agreement” means the Quality (GMP) Agreement for Third Party
Contract Manufacture, entered into as of April 24, 2002, between TMC and
Nycomed.


 


1.25.        “Pharmacovigilance
Agreement” means the Pharmacovigilance Agreement on Bivalirudin®,
entered into as of September 16, 2004, between TMC and Nycomed.


 


4

















 


1.26.        “Pharmacovigilance
QP Agreement” means the Agreement between The Medicines Company and
Nycomed Denmark A/S on the role of the Qualified Person for Pharmacovigilance
in the European Union for Angiox, entered into as of August 16, 2004, between
TMC and Nycomed.


 


1.27.        “Pharmacovigilance
QP Services” means the services Nycomed is obligated to perform
under the Pharmacovigilance QP Agreement.


 


1.28.        “PhV
Agreements” means the Pharmacovigilance Agreement and the
Pharmacovigilance QP Agreement.


 


1.29.        “Product”
means Bivalirudin, being a highly specific and reversible direct thrombin inhibitor,
which operates by specific binding to both the catalytic site and to the
anion-binding exosite of circulating and clot-bound thrombin. The active
substance is a synthetic, twenty (20)-amino acid peptide, whose chemical name
is D-phenylalanyl-Lprolyl-Larginyl-L-prolyl-glycyl-glycyl-glycyl-glycyl-L-asparagyl-glycyl-L-aspartly-L-phenylalanyl-L-glutamyl-L-glutamyl-isoleucyl-L-prolyl-L-glutamyl-L-glutamyl-L-tyrosyl-L-leucine-trifluoracetate
(salt) hydrate. Its molecular weight is 218.19 daltons (anhydrous free base
peptide). Product shall also include Improvements.


 


1.30.        “Product
Labeling” means all Product labels and other written, printed, or
graphic matter approved by the relevant Governmental Authority, with respect to
the Product, including the foregoing displayed upon any container or wrapper of
a Product and any written material accompanying a Product, including without
limitation Product package inserts.


 


1.31.        “Product
Promotional Materials” means all printed or graphic material, other
than Product Labeling, intended for use by sales representatives during
Details, including visual aids, file cards, premium items, clinical studies,
reprints, drug information updates and any other promotional support items that
TMC deems necessary with respect to the promotional activities hereunder.


 


1.32.        “PTC”
means the Product Transition Committee, as defined in the Transition Agreement.


 


1.33.        “QA
Agreements” means, collectively, the AQRPA, the Release Agreement
and the Packaging Agreement.


 


1.34.        “Quality Agreements
means, collectively, the QA Agreements and the PhV Agreements. For the sake of
clarity, with respect to each Quality Agreement, all references to such Quality
Agreement with respect to activities pursuant to the Former Distribution
Agreement (i.e., prior to the Effective Date) shall mean such Quality Agreement
unamended by the Transaction Agreements, and all references to such Quality
Agreement with respect to 


 


5

















 


activities on or
after the Effective Date shall mean such Quality Agreement as amended by the
Transaction Agreements.


 


1.35.        “Release
Agreement” means the Quality (GMP) Agreement for Third Party
Contract Quality Release, entered into as of February 24, 2004, among TMC,
Nycomed and Nycomed Austria GmbH.


 


1.36.        “Services”
has the meaning set forth in Section 2.1(a).


 


1.37.        “Target
Prescribers” means such type(s) of physicians and hospital
administrators identified by TMC, or identified by Nycomed and approved by TMC.


 


1.38.        “Trademarks”
means trademarks, trade names, service marks, and other proprietary symbols
owned or controlled by TMC and as designated by TMC in Exhibit C hereto.


 


1.39.        “Transaction
Agreements” means, collectively, this Agreement, the New
Distribution Agreement and the Transition Agreement.


 


2.             SERVICES


 


2.1.          Services and
Performance.


 


(a)           Nycomed shall perform
the following services on behalf of TMC with respect to the Product in the
Territory (collectively, the “Services”):


 


(i)            Detailing
and other direct selling activities performed by sales representatives;


 


(ii)           sales
management and key account manager services;


 


(iii)          product/marketing management and support
activities;


 


(iv)          medical
advisor services (the services described in clauses (i) thru (iv),
collectively, when performed with respect to any particular country(ies) in the
Territory, the “Country Services”);


 


(v)           international
marketing services; and


 


(vi)          the
Pharmacovigilance QP Services (the services described in clauses (v) through
(vi), collectively, the “International Services”).


 


(b)           Subject to Section 4.1
and except as otherwise directed by TMC, Nycomed shall perform (and, for the
avoidance of doubt, shall cause Nycomed Affiliates to perform) the 


 


6

















 


Services in accordance with the then-current Marketing Plan, Nycomed’s
past practices under the Former Distribution Agreement and the manner in which
Nycomed performs similar services for Nycomed’s other pharmaceutical products
which are sold to hospitals; provided, however, that,
notwithstanding any direction by TMC to the contrary:


 


(i)            Nycomed shall have no
obligation to provide Services beyond the then-current Commitment;


 


(ii)           Nycomed shall have no
obligation to act in accordance with TMC’s directions if doing so would violate
any applicable provision of law, statute, rule or regulation, as determined by
Nycomed in good faith, or would cause Nycomed to breach any obligation owed to
a third party under an agreement entered into by Nycomed in good faith; and


 


(iii)          Unless otherwise agreed
by Nycomed and TMC, Nycomed shall (A) perform the activities which Nycomed is
required to perform, as specified in Schedule 2.1(b), and (B) not perform the
activities which Nycomed is required not to perform, as specified in Schedule
2.1(b).


 


(c)           Nycomed may amend the
Marketing Plan upon [**] Business Days prior written notice to TMC, provided
that TMC does not object to any such proposed amendments. For the sake of
clarity, TMC may require changes to the Marketing Plan and Nycomed shall comply
with such changes, subject to the provisions of Sections 2.1(b)(i), (ii) and
(iii).


 


(d)           To the extent that
Nycomed or any Nycomed Affiliate performs the Services pursuant to
country-specific marketing plans, Nycomed shall ensure that such country-specific
marketing plans are consistent with the then-current Marketing Plan. [**], if
later), Nycomed shall provide TMC with copies of the country-specific marketing
plans for the following countries: 
France, Italy, the United Kingdom, Germany, Netherlands, Demark,
Finland, Sweden and Norway.


 


(e)           Nycomed shall ensure
that the Product Promotional Materials comply with all applicable laws and any
direction provided to Nycomed by TMC.


 


(f)            During the term of the
New Distribution Agreement with respect to a country in the Territory, TMC and
Nycomed shall quote to potential buyers the then-current price for the Product
set by Nycomed with respect to such country or agreed upon by Nycomed with the
applicable state health services in such country. In the event that the term of
this Agreement extends past the term of the New Distribution Agreement with
respect to a country, then following the expiration or termination of the New
Distribution Agreement with respect to such country, TMC and Nycomed shall
quote to potential buyers in the Territory the then-current price for the
Product set by TMC with respect to such country.


 


7

















 


(g)           Subject to the
applicable regulations in the Territory and to the extent permitted by law,
Nycomed shall not actively  advertise or
promote the Product to potential buyers located outside the Territory, or in
any language, other than an official language of the Territory. Particularly,
Nycomed is cognizant of and recognizes the exclusive distribution and promotion
rights granted by TMC to Grupo Ferrer for Spain, Portugal and Greece and for
certain countries within Central and South America.


 


2.2.          Pharmacovigilance QP.
The Pharmacovigilance QP Agreement shall remain in effect unless terminated as
provided herein; provided, however, that the Pharmacovigilance QP
Agreement is hereby amended as follows: 
(a) all references in the Pharmacovigilance QP Agreement to the Former
Distribution Agreement or the “Distribution Agreement” (as defined in such
Quality Agreement) shall instead refer to this Agreement; and (b) the third
(3rd) bullet of the “Miscellaneous” section of the Pharmacovigilance QP
Agreement is hereby deleted in its entirety. Without limitation to the
obligations under Section 2.1, Nycomed shall continue to perform the
Pharmacovigilance QP Services during the term of this Agreement, except to the
extent the Pharmacovigilance QP Agreement is earlier terminated in accordance
with Section 13.2.


 


2.3.          Grupo Ferrer. For
the sake of clarity, Nycomed shall continue the arrangements that were in place
with respect to Grupo Ferrer during the term of the Former Distribution
Agreement in accordance with past practice during such term, including the
performance of services under this Agreement and the Pharmacovigilance QP
Agreement.


 


2.4.          Application to
Affiliates. The Parties agree and acknowledge that Nycomed has performed
certain of its obligations under the Former Distribution Agreement through
Nycomed’s Affiliates and that Nycomed may perform certain of its obligations
under this Agreement and the Pharmacovigilance QP Agreement through Nycomed’s
Affiliates. Nycomed shall cause its Affiliates to comply with all of Nycomed’s
obligations under this Agreement and the Pharmacovigilance QP Agreement to the
same extent that Nycomed is itself obligated to perform hereunder or thereunder
and Nycomed shall be responsible for any failure by any Affiliate to do so. Except
as otherwise expressly stated herein, any references to Nycomed in this
Agreement and the Pharmacovigilance QP Agreement shall also apply to Nycomed’s
Affiliates to the extent such Affiliates have performed or will perform Nycomed
obligations hereunder or thereunder.


 


2.5.          Non-Exclusive. Nycomed’s
activities hereunder shall be on a non-exclusive basis and, subject to
providing advance notice to Nycomed of its intent to do so, TMC shall at all
times have every right to perform the Services with respect to the Product
wherever and to whomever it chooses using TMC’s own sales force, other employees
or third parties. If TMC performs the Services with respect to the Product in
the Territory, itself or through TMC’s Affiliates or third parties, Nycomed
shall cooperate with TMC, TMC’s Affiliates and such third parties, as
reasonably requested by TMC, TMC’s Affiliates or such third parties, with
respect to such 


 


8

















 


activities. The
employees of TMC and TMC’s Affiliates and other third parties appointed by TMC
who are performing the Services with respect to the Product in the Territory
shall be clearly identified in business cards and other business identification
as employees of TMC or TMC’s Affiliates or such third parties, and shall not
represent themselves as employees or agents of Nycomed or Nycomed’s Affiliates.


 


2.6.          Coordination. As
described in the Transition Agreement, the Transition Managers (as defined in
the Transition Agreement) and the PTC shall be responsible for coordinating the
Parties’ activities under this Agreement.


 


2.7.          Copyright. In accordance
with the Transition Agreement, all of Nycomed’s right, title and interest in
and to all copyrightable materials relating to the Product, including without
limitation the Marketing Plan, Product Promotional Materials and Product
Labeling, and any translations thereof, whether existing as of the Effective
Date or whether created, developed or acquired by Nycomed thereafter, shall be
assigned to TMC or its TMC’s designee.


 


3.             COMPLIANCE WITH LAWS


 


Each of Nycomed and TMC
covenants that all of its activities under or pursuant to this Agreement or the
Pharmacovigilance QP Agreement shall comply with all applicable laws, rules and
regulations; without limitation to the foregoing, Nycomed shall comply with
applicable laws, rules and regulations with respect to Nycomed’s employment of
the Nycomed Employees. Each Nycomed Employee shall perform the Services in
accordance with all applicable laws, rules and regulations and the terms of
this Agreement, and Nycomed shall train and educate all Nycomed Employees on a
periodic basis regarding relevant aspects of such laws, rules and regulations. Without
limitation to the foregoing, Nycomed shall not make any statements or claims
regarding the Product, including its Indications, efficacy and safety, that are
inconsistent with the Product Labeling and the Product Promotional Materials. Nycomed
shall not add, delete or modify claims of efficacy or safety in the Detailing
of the Product, nor make any changes (including underlining or otherwise
highlighting any language or adding any notes thereto) in the Product
Promotional Materials. Nycomed shall Detail the Product in accordance with all
regulatory and professional requirements, and all applicable laws. Nycomed
covenants that it shall carefully monitor the activities of the Nycomed
Employees to ensure compliance with all applicable laws. Nycomed shall promptly
notify TMC of any claim that Nycomed has failed to comply with laws in
performing the Services.


 


4.             NYCOMED EMPLOYEES


 


4.1.          Committed Nycomed
Employees.


 


(a)           Nycomed represents and
warrants to TMC that Schedule 4.1, as attached hereto as of the Effective Date,
reflects, as of the Effective Date, (i) the names and locations of each 


 


9

















 


Nycomed Employee (anonymized where necessary to comply with applicable data protection
laws); (ii) the Employee Function performed by such Nycomed Employee;
(iii) the Employee Percentage for such Nycomed Employee, as measured on a
quarterly basis; and (iv) the FTE Rate for such Nycomed Employee. Nycomed shall
update Schedule 4.1 on a monthly basis to reflect the changes permitted by
Section 4.1(c).


 


(b)           Nycomed shall ensure
that Nycomed’s obligations under this Agreement with respect to each Service
are performed using only the relevant Nycomed Employees and that each Nycomed
Employee shall perform the relevant Employee Service for the Employee
Percentage, as measured on a quarterly basis.


 


(c)           Notwithstanding Section
4.1(b):


 


(i)            If the employment of
any Country Employee by Nycomed or Nycomed’s Affiliates terminates for any
reason, or if Nycomed or the relevant Nycomed Affiliate reassigns a Country
Employee from performing the relevant Employee Service or by otherwise changing
the Employee Percentage spent by a Country Employee performing the relevant
Employee Service, then Nycomed and Nycomed’s Affiliates shall have no right or
obligation to replace such Country Employee and, upon such termination of
employment or reassignment, such individual shall no longer be considered a
Country Employee hereunder and TMC shall no longer be responsible for
reimbursing FTE Costs with respect to such individual; provided, however,
that (A) Nycomed shall not terminate or reassign Country Employees except
consistent with past practice under the Former Distribution Agreement or
otherwise with the consent of TMC, and (B) Nycomed shall not terminate or
re-assign all or substantially all of the Country Employees except with the
consent of TMC. The Parties shall, however, discuss in good faith whether any
such terminated or reassigned Country Employee(s) should be replaced.


 


(ii)           Nycomed shall terminate
the performance of the relevant International Services by any International
Employee hereunder by reassigning such International Employee to other
activities within Nycomed or a Nycomed Affiliate, upon TMC’s reasonable request
if such International Employee is not performing the relevant Employee Service
in accordance with the terms of this Agreement or as required by any applicable
law.


 


(iii)          Except as provided in Section
4.1(c)(ii), Nycomed and Nycomed’s Affiliates shall not terminate the employment
of any International Employee, nor reassign any International Employee from
performing the relevant Employee Service for the relevant Employee Percentage. If,
however, any International Employee is unavailable to provide the relevant
International Services, (A) such individual shall no longer be considered an
International Employee hereunder, (B) TMC shall no longer be responsible for
reimbursing FTE Costs with respect to such individual, (C) Nycomed shall
promptly identify another employee of Nycomed or one of Nycomed’s Affiliates
who is not already a Nycomed Employee hereunder and who possesses the relevant
background, education and experience to fulfill such duties, and 


 


10

















 


(D) Nycomed shall promptly notify TMC of the identity, qualifications
and FTE Rate of such employee in writing. Unless TMC reasonably objects to such
employee within ten Business Days after TMC’s receipt of the written notice
specifying the identity, qualifications and FTE Rate of such employee, Nycomed
shall substitute such employee for the unavailable International Employee
hereunder, such employee shall be deemed an International Employee thereafter and
TMC shall thereafter be responsible for reimbursing the relevant FTE Costs with
respect to such substituted International Employee.


 


(d)           The Nycomed Employees
shall cooperate with members of the TMC sales force and with the PTC, as
reasonably requested by TMC. TMC shall coordinate any requests for such
cooperation through the Nycomed Transition Manager (as defined in the
Transition Agreement).


 


4.2.          Employment
Relationships.


 


(a)           The Nycomed Employees
shall be clearly identified in business cards and other business identification
as employees of Nycomed or Nycomed’s Affiliates, and shall not represent
themselves as employees or agents of TMC or TMC’s Affiliates. Employees of TMC
and TMC’s Affiliates shall be clearly identified in business cards and other
business identification as employees of TMC or TMC’s Affiliates, and shall not
represent themselves as employees or agents of Nycomed or Nycomed’s Affiliates.


 


(b)           No Nycomed Employee, or
any other employee or consultant to Nycomed or Nycomed’s Affiliates performing
services under this Agreement, shall be an employee of TMC for any purpose. The
Nycomed Employees shall report to Nycomed managers. Nycomed will ensure that
the Nycomed Employees are informed of the obligations relating to their
performance under the terms of this Agreement and are bound to comply with the
same. No employee of or consultant to TMC or TMC’s Affiliates performing
services under this Agreement shall be an employee of Nycomed for any purpose. TMC’s
employees shall report to TMC managers. TMC will ensure that TMC employees are
informed of the obligations relating to their performance under the terms of
this Agreement and are bound to comply with the same.


 


(c)           Nycomed shall be solely
responsible for any compensation that is payable to the Nycomed Employees and
any other employee or consultant to Nycomed or Nycomed’s Affiliates performing
services under this Agreement. Nycomed represents and warrants to TMC that
Nycomed’s and Nycomed’s Affiliates’ compensation programs for such employees
and consultants do not, and will not, provide financial incentives for the
promotion, sales, and marketing of the Product in violation of applicable laws.
TMC shall be solely responsible for any compensation that is payable to any
employee of or consultant to TMC or TMC’s Affiliates performing services under
this Agreement. TMC represents and warrants to Nycomed that TMC’s and TMC’s
Affiliates’ compensation programs for such employees and consultants do 


 


11

















 


not, and will not,
provide financial incentives for the promotion, sales, and marketing of the
Product in violation of applicable laws.


 


(d)           Nycomed and Nycomed’s
Affiliates shall not treat any Nycomed Employee less favorably than Nycomed and
Nycomed’s Affiliates treat their other employees.


 


(e)           Nycomed shall be solely
responsible for all probationary and termination actions taken by it, as well
as for the formulation, content, and dissemination of all employment policies
and rules (including written probationary and termination policies) applicable
to Nycomed’s and Nycomed’s Affiliate’s employees and contractors. Nothing
herein shall be construed to imply that TMC shall have any decision making
authority regarding the discipline or termination of employees or consultants
of Nycomed or Nycomed’s Affiliates.


 


5.             REPORTING BY NYCOMED


 


Nycomed shall keep TMC
informed on a frequent, on-going basis with respect to the conduct of the
Services, describing past activities and [**]. Without limitation to the foregoing,
Nycomed shall submit written reports to TMC within [**] Business Days after [**],
the format for which shall be consistent with past practice and containing at
least as much detail as in reports generated by Nycomed under the Former
Distribution Agreement, but including:


 


(a)           [**]


 


(b)           [**]


 


(c)           [**]


 


6.             TRADEMARKS


 


6.1.          The Product. The
Product shall be Detailed by Nycomed under the trademark “Angiox” and/or any
other trademark selected by TMC.


 


6.2.          Right to Use. Nycomed
shall use the Trademarks on a non-exclusive basis during the term of this
Agreement in the Territory solely for promoting and marketing the Product in
accordance with this Agreement. Nycomed shall not at any time do or permit any
act to be done 


 


12

















 


which may in any
way impair the rights of TMC in the Trademarks. TMC shall at all times retain
sole and exclusive ownership of the Trademarks. TMC agrees that, if required by
the laws of any country of the Territory, recordal of Nycomed’s license with
respect to the Trademarks or other recording of Nycomed’s rights as a user of
the Trademarks shall be permitted with the prior written consent of TMC, such
consent not to be unreasonably withheld. Nycomed shall promptly inform TMC of
any infringement or challenge of the Trademarks in the Territory. TMC shall
have the sole and exclusive right to bring all actions or proceedings relating
to the Trademarks, and Nycomed shall not take any legal action against a third
party based on infringement of the Trademarks, unless so authorized by TMC. Furthermore,
Nycomed shall provide all reasonable assistance to TMC, at TMC’s request and
expense, towards defending the Trademarks from infringement or challenge by or
against third parties. TMC shall be responsible for all application and
registration procedures for the Trademarks in the Territory. Should such
procedures be unsuccessful, TMC’s obligation towards Nycomed shall only be
limited to registering a new Trademark for the Product.


 


6.3.          Quality Control. In
order to comply with TMC’s quality control standards, Nycomed shall:  (i) use the Trademarks in compliance with all
relevant laws; (ii) obtain TMC’s prior written approval of each such use; (iii)
provide, at TMC’s request, reasonable quantities of advertisements or other
promotional materials on which the Trademarks are affixed, in order to allow
TMC to confirm that Nycomed’s use of such Trademarks is in compliance with TMC’s
applicable standards and guidelines which are then in effect; and (iv) not
modify any of the Trademarks in any way and not use any of the Trademarks on or
in connection with any goods or services other than the Product.


 


6.4.          Promotion on Internet.
Nycomed shall not engage in promotion or marketing of the Product outside the
Territory via the Internet. All Internet sales activities shall be in
accordance with local laws and guidelines. The Parties agree that at least the
following behavior shall constitute breach of this Section 6.4:


 


(a)           the use on the Internet
of a language other than any official language of the Territory;


 


(b)           the use on the Internet
of banners or links specifically available to customers other than customers in
the Territory;


 


(c)           the use on the Internet
of any other symbol or denomination of any currency than those for the
currencies of the Territory;


 


(d)           the use on the Internet
of any other trademarks for the Product other than the Trademarks;


 


13

















 


(e)           the use on the Internet
of any other package of the Product than the packages of the Product for the
Territory.


 


6.5.          Domain Names, Marks,
Corporate Names and Meta-Tags. In no event shall Nycomed:  (i) establish, operate, sponsor, or
contribute content to any site on the Internet which incorporates the word “Angiomax”,
“Angiox”, “Angionax” or “The Medicines Company”, any of TMC’s trademarks,
service marks or trade names identified in Exhibit E hereto (the “Marks”)
or any variation of such Marks as its URL address or any part of such address;
(ii) register any domain name which incorporates any of the words “Angiomax”, “Angiox”,
“Angionax” or “The Medicines Company” or the Marks (and Nycomed hereby agrees
to transfer such domain name to TMC if it breaches this provision); (iii)
register any of the Marks or any Marks that are confusingly similar to any of
the words “Angiomax”, “Angiox”, “Angionax” or “The Medicines Company” or the
Marks; (iv) form (or change the name of) any corporation or other entity under
or to a name which incorporates any of the words “Angiomax”, “Angiox”, “Angionax”
or “The Medicines Company” or any of the Marks; or (v) at any time during or
after the term of this Agreement, in order to attract visitors to any site on
the Internet, (A) use “Angiomax”, “Angiox”, “Angionax” or “The Medicines
Company”, any of the Marks or any variation thereof as a meta-tag or invisible
text or on any unused frame or bridge page, 
(B) purchase “Angiomax”, “Angiox”, “Angionax” or “The Medicines Company”,
any of the Marks or any variation thereof as a search term from any search
engine; or (C) engage in any other practice designed to direct web browsers
using search engines to different web pages or versions of web pages than the
pages corresponding to search terms entered by the user (including without
limitation “bridge pages”, “cloaking” or “pagejacking”).


 


6.6.          Equitable Relief.
Nycomed acknowledges and agrees that due to the unique nature of domain names,
there can be no adequate remedy at law for any breach of its obligations under
this Section 6, and that any breach may allow Nycomed or third parties to
unfairly compete with TMC, and therefore, that upon any breach by Nycomed or
threat thereof, TMC shall be entitled to appropriate equitable relief in
addition to whatever remedies it might have at law. Nycomed shall notify TMC in
writing immediately upon the occurrence of any such breach or any threat
thereof of which it is aware.


 


7.             NO RIGHTS BY IMPLICATION


 


No rights or licenses
with respect to the Product or the Trademarks are granted or deemed granted by
TMC under this Agreement or the Pharmacovigilance QP Agreement or in connection
herewith or therewith, other than those rights expressly granted in this
Agreement.


 


14

















 


8.             COMMUNICATIONS


 


8.1.          Communications from
Third Parties.


 


(a)           Nycomed shall, as
reasonably requested by TMC, assist TMC with respect to customer communications
in the Territory and shall keep TMC reasonably advised of any material
developments of which Nycomed becomes aware in the course of performing the Services
hereunder that may affect the sale of the Product in the Territory.


 


(b)           In particular, and
without limitation to Section 8.1(a), Nycomed shall promptly communicate to TMC
all comments, statements, requests and inquiries of the medical profession or
any other third parties relating to the Product that are non-routine, or not
covered by Product Labeling, of which Nycomed becomes aware, including, for the
sake of clarity, Adverse Events (as defined in the Transition Agreement). All
responses to such comments, statements, requests and inquiries to the medical
profession or such other third parties shall be handled solely by TMC except to
the extent provided in the PhV Agreements (if then in effect). Nycomed shall
provide reasonable assistance to TMC as reasonably needed for TMC to fully
respond to such communications. Nycomed shall keep adequate records of medical
inquiries and reports received concerning the Product and shall provide TMC
with copies thereof on a monthly basis.


 


8.2.          Government Agencies.
Except to the extent provided in the PhV Agreements (if then in effect), all
responses to Governmental Authorities concerning the Product shall, unless
Nycomed is required by law to provide such a response, be the sole
responsibility of TMC. Nycomed shall provide reasonable assistance to TMC with
respect to communications from Governmental Authorities to the extent
reasonably deemed necessary by TMC to fully respond to such communications and
as reasonably requested by TMC.


 


9.             SAMPLES


 


Nycomed shall not distribute
any samples of the Product except to the extent, if any, mutually agreed by the
Parties.


 


10.          COMPENSATION


 


10.1.        Payments. In
consideration of services performed hereunder, TMC shall (a) reimburse Nycomed
the FTE Costs for Nycomed’s activities under this Agreement; and (b) reimburse
Nycomed for any out-of-pocket costs owed to a third party and incurred by
Nycomed after the Effective Date to the extent solely attributable and directly
related to the items listed on Schedule 2.1(b) or otherwise pre-approved by TMC
in writing (the “Nycomed  Expenses”);
provided, however, that (i) such costs shall be incurred in the
ordinary course of business and consistent with Nycomed’s past practice, (ii)
such costs shall be in accordance with the budget set forth on Schedule 2.1(b)
or otherwise pre-approved by TMC in writing, and (iii) Nycomed shall maintain
adequate supporting documentation to substantiate all such costs billed to TMC
and shall provide the foregoing to TMC upon request.


 


15

















 


10.2.        Calculation. The
FTE Costs and Nycomed Expenses (collectively, the “Service Fee”)
for each calendar quarter shall be calculated by Nycomed at the end of such
quarter, on behalf of itself and Nycomed’s Affiliates, and shall be reported by
Nycomed to TMC after the end of each such calendar quarter, along with detailed
reports of the calculation thereof, as follows: 
within five Business Days after the end of each quarter, Nycomed shall report
such information with respect to the first two months of such quarter, and
within ten Business Days after the end of each quarter, Nycomed shall report
such information with respect to the third month of such quarter. If any
portion of the Services Fee is stated in a currency other than United States
Dollars during such quarter, then, for the purpose of calculating the Service
Fee for such quarter, such portion of the Service Fee shall be converted into
United States Dollars at the exchange rate between those two currencies most
recently quoted in the European Central Bank in Frankfurt as of the last
Business day of such calendar quarter. If no such exchange rate has been quoted
in the European Central Bank in Frankfurt at any time during the twelve (12)
month period preceding the last Business Day of such quarter, the Parties shall
determine in good faith a reasonable exchange rate to be applied to such
portion of the Service Fee.


 


10.3.        Payment Form.


 


(a)           All payments between
the Parties shall be in US Dollars and shall be made by bank wire transfer in
next day available funds to the bank account designated in writing by the
receiving Party from time to time. For the sake of clarity, TMC shall pay any
amounts due by TMC hereunder only to Nycomed Danmark ApS and TMC shall have no
obligation to make any payments to any Nycomed Affiliate.


 


(b)           Taxes now or hereafter
imposed with respect to the transactions contemplated hereunder (with the
exception of income taxes or other taxes imposed upon TMC and measured by the
gross or net income of TMC) shall be the responsibility of Nycomed as between
TMC and Nycomed, and if paid or required to be paid by TMC, Nycomed shall
reimburse the amount thereof to TMC. Nycomed remains responsible to the local
VAT authorities for introducing any periodical VAT returns and paying any VAT
due with respect to the Service Fee, if required to do so under the applicable
VAT law and regulations. TMC shall provide Nycomed with a certificate of
residence and other documents which Nycomed may reasonably request in order to
demonstrate that TMC is a tax resident of the United States.


 


10.4.        Payment Dates. TMC
shall pay Nycomed’s invoices for the Service Fee on a quarterly basis in
accordance with Section 8 of the Transition Agreement.


 


10.5.        All Inclusive. Other
than the payment obligations in this Section 10, TMC shall have no other
payment obligations to Nycomed with respect to the Services under this
Agreement and the Pharmacovigilance QP Agreement. For the sake of clarity, the
FTE Costs cover, without any additional charge to TMC, the costs of supporting
the Nycomed Employees and the provision of the Services (including all costs of
travel, automobiles, other transportation, 


 


16

















 


lodging, meals,
use of computers and computing facilities, office space, administrative
support, corporate executive support and other infrastructure), consistent with
Nycomed’s past practices under the Former Distribution Agreement and the manner
in which Nycomed supports its other employees performing similar activities.


 


11.          WARRANTY AND INDEMNIFICATION


 


11.1.        Performance by Nycomed.
Nycomed hereby warrants that (a) Nycomed will use commercially reasonable
efforts to perform the Services in a professional, timely, competent and
efficient manner; (b) subject to Section 4.1, Nycomed has the resources and
skilled employees to perform its obligations under this Agreement; and (c)
Nycomed shall abide by all laws that apply to the performance of the services
to be performed hereunder.


 


11.2.        Nycomed not Authorized
to Bind TMC. Nothing in this Agreement shall be deemed to authorize Nycomed
to act for, represent, or bind TMC or any of its Affiliates other than as
specifically provided by this Agreement.


 


11.3.        Indemnifications.


 


(a)           Nycomed hereby agrees
to indemnify, defend and hold harmless TMC, all Affiliates of TMC and all
officers, directors, employees and agents thereof from all liabilities, claims,
damages, losses, costs, expenses, demands, suits and actions (including without
limitation attorneys’ fees, expenses and settlement costs) (collectively, “Damages”) arising out of: 
(i) Nycomed’s breach of any of its obligations under this Agreement or
the Pharmacovigilance QP Agreement; or (ii) Nycomed’s making representations or
warranties which are not authorized by TMC hereunder.


 


(b)           TMC hereby agrees to
indemnify, defend and hold harmless Nycomed, Affiliates of Nycomed and all
officers, directors, employees and agents thereof from all Damages arising out
of TMC’s breach of any of its obligations under this Agreement or the
Pharmacovigilance QP Agreement.


 


(c)           In the event a claim is
based partially on an indemnified claim described in Sections 11.3(a) and/or
11.3(b) above and partially on a non-indemnified claim, or is based partially
on a claim described in Section 11.3(a) above and partially on a claim
described in Section 11.3(b) above, any payments and reasonable attorney fees
incurred in connection with such claims are to be apportioned between the
Parties in accordance with the degree of cause attributable to each Party.


 


(d)           The indemnified Party
under this Section 11.3 hereby agrees that (i) it will give written notice to
the indemnifying Party of each claim for which it seeks indemnification
hereunder and that the indemnifying Party shall have sole control and authority
with respect to 


 


17

















 


the defense and
settlement of any such claim; and (ii) the indemnified Party shall cooperate
fully with the indemnifying Party, at the indemnifying Party’s sole cost and
expense, in the defense of any such claim. The indemnifying Party shall not
accept any settlement which imposes liability not covered by this
indemnification or restrictions on the indemnified Party without the
indemnified Party’s prior written consent, which consent shall not be
unreasonably withheld or delayed.


 


12.          LIMITATIONS ON LIABILITY


 


TMC SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF
PROFITS OR USE OF THE PRODUCT, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THE USE OR PERFORMANCE OF THE PRODUCT OR PERFORMANCE OR TERMINATION OF
THIS AGREEMENT OR THE PHARMACOVIGILANCE QP AGREEMENT, EVEN IF TMC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.


 


13.          TERM AND TERMINATION


 


13.1.        Term.


 


Without prejudice to TMC’s termination rights under
Sections 13.2, 13.3, and 13.4 or Nycomed’s termination rights under Sections
13.3 and 13.4, this Agreement shall begin on the Effective Date, and this
Agreement and the Pharmacovigilance QP Agreement shall continue until December
31, 2007; provided, however, that, if so requested by TMC, this
Agreement and the Pharmacovigilance QP Agreement shall continue, on a
country-by-country basis with respect to Switzerland and Ukraine and, to the
extent that marketing or sales of the Product have begun in such country prior
to December 31, 2007, with respect to Kazakhstan and Russia, until the earliest
of:


 


(a)           June 30, 2008;


 


(b)           any date between
January 1, 2008 and June 30, 2008, provided that TMC provides Nycomed with at
least 30 days written notice of such termination date; or


 


(c)           the Transition Date (as
defined in the Transition Agreement).


 


The term of this
Agreement and the Pharmacovigilance QP Agreement may be extended upon further
mutual written agreement of the Parties.


 


18

















 


13.2.        TMC’s Additional
Termination Rights.


 


Provided that such termination, and TMC’s or TMC’s
designee’s continuation of activities performed by Nycomed thereunder, comply
with applicable law, TMC may terminate the Pharmacovigilance QP Activities and
the Pharmacovigilance QP Agreement at any time (including, for the sake of
clarity, prior to December 31, 2007) by providing Nycomed at least 30 days
prior written notice. In addition, TMC shall use commercially reasonable
efforts to be able to terminate the Pharmacovigilance QP Activities and the
Pharmacovigilance QP Agreement, and continue the activities performed by
Nycomed thereunder, on or about October 31, 2007, or as soon as practicable
thereafter, and Nycomed shall use commercially reasonable efforts to retain the
individual designated as QP (as defined in the Pharmacovigilance QP Agreement)
as of the Effective Date in such position through October 31, 2007 (or the
earlier date on which TMC terminates the Pharmacovigilance QP Agreement).


 


13.3.        Termination for Breach.


 


In the event of a breach
of this Agreement or the Pharmacovigilance QP Agreement by either Party and
such Party’s failure to remedy such breach within [**] days after receiving
notice thereof from the non-breaching Party which specifies the circumstances
that constitute the breach, then the non-breaching Party may terminate this
Agreement and the Pharmacovigilance QP Agreement with immediate effect upon
written notice to the breaching Party; provided, however, that
such [**] day period shall be reduced to [**] days with respect to any failure
by TMC to pay amounts due under this Agreement on the date when such amounts
become due.


 


13.4.        Termination upon
Bankruptcy.


 


This Agreement and the Pharmacovigilance QP Agreement
may be terminated by either Party with immediate effect upon the filing of a
petition in bankruptcy, insolvency or reorganization against or by the other
Party, or such other Party becoming subject to a composition for creditors,
whether by law or agreement, or such other Party going into receivership or
otherwise becoming insolvent, or any analogous event occurring under the laws
of the jurisdiction in which such other Party is incorporated.


 


13.5.        Payment Obligations
Continue.


 


Termination or expiration of this Agreement or the
Pharmacovigilance QP Agreement shall not result in the reimbursement of non
refundable, non creditable payments or affect the obligation of either Party to
pay the other all amounts owing or to become owing as a result of the services
provided hereunder by Nycomed to TMC on or before the date of such termination
or expiration or to pay reimbursements for expenses as required by this
Agreement, as well as (a) interest thereon at the rate specified in Section 8.6
of the Transition Agreement to the extent 


 


19

















 


any such amounts
are paid after the date they became or will become due pursuant to this
Agreement and (b) any obligation with respect to the payment or reimbursement
of taxes.


 


13.6.        No Post-Termination
Compensation for Loss of Good Will.


 


Except to the extent
provided in Section 9 of the Transition Agreement:


 


(a)           In the event of a
termination pursuant to any of these provisions or upon expiration of this
Agreement, TMC shall not have any obligation to Nycomed, or to any employee,
agent, representative or sub-distributor of Nycomed or its Affiliates, for
compensation or for damages of any kind, whether on account of the loss by
Nycomed or such employee, agent, representative or sub-distributor of present
or prospective sales, investments, compensation or goodwill as a result of
termination or expiration in accordance with the terms of this Agreement or the
Pharmacovigilance QP Agreement.


 


(b)           Nycomed, for itself and
on behalf of each of its and its Affiliates’ employees, agents,
representatives, hereby waives any rights that may be granted to it or them
under the laws and regulations of the Territory or otherwise which are not
granted to it or them by this Agreement or the Pharmacovigilance QP Agreement.


 


(c)           Nycomed hereby
indemnifies and holds TMC harmless from and against any and all claims, costs,
damages and liabilities whatsoever asserted by any employee, agent,  representative of Nycomed or its Affiliates
under any applicable termination, labor, social security or other laws or
regulations other than those for which TMC is obligated to indemnify Nycomed
under Section 11.3(b) above.


 


13.7.        Survival of Terms.


 


Notwithstanding anything else in this Agreement to the
contrary, the Parties agree that Sections 2.4, 2.7, 3, 4.2(c), 5 (with respect
to the month and quarter in which this Agreement expires or terminates), 6.5,
6.6, 7, 10.5, 11, 12, 13.5, 13.6, 13.7, 13.8, 14, 15, 16, 17, 18, 19, 20, 21,
22 and 23 shall survive the termination and expiration of this Agreement, as
well as any other provision herein expressly surviving expiration or
termination or necessary to interpret the rights and obligations of the Parties
in connection with the expiration or termination of the term of this Agreement.


 


13.8.        Additional Effects of
Termination.


 


Upon expiration or termination of this Agreement,
Nycomed shall promptly ship to TMC or TMC’s designee, at no additional charge or
expense to TMC, all copies of all Product Promotional Materials and all samples
of Product.


 


20

















 


14.          DISPUTE RESOLUTION


 


Prior to submission to
arbitration, the Parties shall negotiate in good faith within the PTC any
disagreements or controversies arising out of or relating to this Agreement or
the Pharmacovigilance QP Agreement. Should the PTC be unable to resolve an
issue, the President of TMC and the President of Nycomed Parent shall meet,
either by telephone or in person, to discuss and attempt resolution of the
issue.


 


If the representative of
the Parties cannot, within ten days of their initial discussion, reach a
resolution through informal channels of the issue in dispute, then such
dispute, controversy or claim arising out of or relating to this Agreement, or
the breach, termination or invalidity thereof, shall be finally settled by
binding arbitration conducted in the English language in Cambridge,
Massachusetts, U.S.A. under the commercial arbitration rules of the United
Nations Commission on International Trade Law. Each Party shall appoint an
arbitrator and the two arbitrators so appointed shall jointly appoint a third
arbitrator; provided, however, that if they cannot agree (or if
one Party refuses to appoint an arbitrator) within 30 days after the initiation
of the arbitration, then this third arbitrator shall be appointed by the
Presiding Judge of the London Court of International Arbitration. Disputes
about arbitration procedure shall be resolved by the arbitrators or failing
agreement, by the Presiding Judge of the London Court of International
Arbitration in London, England. The arbitrators may proceed to an award
notwithstanding the failure of a Party to participate in the proceedings. Discovery
shall be limited to mutual exchange of documents relevant to the dispute,
controversy or claim; depositions shall not be permitted unless agreed to by
both Parties. The arbitrators shall be authorized to grant interim relief,
including to prevent the destruction of goods or documents involved in the
dispute, protect trade secrets and provide for security for a prospective
monetary award. In no event shall punitive or multiple damages be assessed
against either Party. The prevailing Party shall be entitled to an award of
reasonable attorney fees incurred in connection with the arbitration in such
amount as may be determined by the arbitrators. The award of the arbitrators
shall be the sole and exclusive remedy of the Parties and shall be enforceable
in any court of competent jurisdiction, subject only to revocation on grounds
of fraud or clear bias on the part of the arbitrators. Notwithstanding anything
contained in this Section 14 to the contrary, TMC shall have the right to
institute judicial proceedings against Nycomed or against or anyone acting by,
through or under Nycomed, in order to enforce TMC’s rights hereunder through
specific performance, injunction or similar equitable relief.


 


15.          AUDIT AND INSPECTION


 


For a period of [**] years next following each
calendar year, Nycomed shall keep, and shall cause each of its Affiliates
involved with the promotion or Detailing of the Product or other activities
under this Agreement to keep, full, true, and accurate books and records
containing all particulars relevant to such activities during such year in
sufficient detail to enable TMC to verify that each Nycomed Employee has
performed the relevant Services under this Agreement 


 


21

















 


for the relevant
Employee Percentage and to verify the FTE Costs and Nycomed Expenses payable by
TMC to Nycomed hereunder. TMC shall have the right, [**] during any calendar
year, to have such books and records of Nycomed audited by a qualified
nationally-recognized, independent accounting firm of TMC’s choosing, during
normal business hours upon reasonable notice, for the sole purpose of verifying
the accuracy of the amounts paid by TMC to Nycomed hereunder. In the event that
an audit shows that Nycomed has overcharged TMC by [**] percent ([**]%) or
more, then Nycomed shall pay for all costs of such audit, otherwise the costs
of such audit shall be borne by TMC. In all cases, Nycomed shall reimburse to
TMC any overpaid compensation promptly, together with interest calculated in
accordance with Section 8.6 of the Transition Agreement, and TMC shall promptly
pay to Nycomed any underpaid compensation.


 


16.          RELATIONSHIP OF THE PARTIES


 


16.1.        The relationship among the
Parties is and shall be that of independent contractors. This Agreement does
not establish or create a partnership or joint venture among the Parties, and
neither Party shall hold itself out as an agent or employee of the other Party.
Neither Party shall have authority to make any statements, representations,
warranties or commitments of any kind, or to take any action, which shall be
binding on the other Party.


 


16.2.        The Parties acknowledge
that, with respect to any country in the Territory, during any period in which
Nycomed holds the Product marketing authorization in such country,
notwithstanding anything to the contrary in this Agreement, Nycomed shall be
responsible to the relevant Governmental Authorities for the performance of the
Services and their compliance with applicable laws on medicinal products. Nycomed
may subcontract, and hereby is subcontracting, the performance of the Services
with respect to such country to TMC, and TMC is hereby contracting with Nycomed
to perform the Services with respect to such country for TMC in accordance with
the terms of this Agreement and the Pharmacovigilance QP Agreement.


 


17.          NOTICES


 


Any notice or other
communication required or desired to be given to any Party under the Agreement
shall be in writing and shall be directed to the attention of the Chief
Financial Officer if sent to TMC (with a copy to the General Counsel of TMC, at
the address specified above or via facsimile at 1-973-401-9541) or to the
attention of the President if sent to Nycomed (with a copy to the General
Counsel of Nycomed, at BYK-Gulden-Str 2, 78467 Konstanz, Germany, or via
facsimile at +49 (0) 7531-842982). Such notice or communication shall be deemed
given upon the earlier of (a) two Business Days after it is delivered to
Federal Express, Airborne, or any other similar express delivery service for
delivery to the


 


22
















 


receiving Party at the address provided for such Party set forth at the
beginning of this Agreement, (b) on the day sent if sent via facsimile
transmission sent to the facsimile number provided for the receiving Party at
the end of this Agreement, with a copy delivered on the same day to Federal
Express, Airborne, or any other similar express delivery service for delivery
to such Party at the address provided for such Party set forth at the beginning
of this Agreement, or (c) on the day actually received by the receiving Party. Any
Party may change its address, facsimile number or contact person for notices
and communications under this Agreement by giving the other Party notice of
such change.


 


18.          GOVERNING
LAW


 


All questions concerning the validity or meaning of this Agreement or
relating to the rights and obligations of the Parties with respect to
performance under this Agreement shall be construed and resolved under, and any
arbitration or court action hereunder shall apply, the laws of the Commonwealth
of Massachusetts, excluding (i) its conflicts of law principles; and (ii) the
United Nations Convention on Contracts for the International Sale of Goods.


 


19.          SEVERABILITY


 


The intention of the Parties is to comply fully with all laws and
public policies, and this Agreement and the Pharmacovigilance QP Agreement
shall be construed consistently with all laws and public policies to the extent
possible. If and to the extent that any arbitration panel or any court of
competent jurisdiction determines that it is impossible to construe any
provision of this Agreement or the Pharmacovigilance QP Agreement consistently
with any law or public policy and consequently holds that provision to be
invalid, inoperative, unenforceable, or to render other, material, provisions
of this Agreement or the Pharmacovigilance QP Agreement invalid, inoperative or
unenforceable, such provision shall be set aside, without, however, in any way
affecting the validity of the other provisions of this Agreement or the
Pharmacovigilance QP Agreement, which shall remain in full force and effect.


 


20.          FORCE
MAJEURE


 


A Party shall be excused from
performing its obligations under this Agreement (other than payment
obligations) if its performance is prevented by any cause beyond its control,
including but not limited to, Acts of God, fire, explosion, weather, war,
insurrection, riots, or government action. Performances shall be excused only
to the extent of and during the reasonable continuance of such disability. All
obligations of both Parties shall return to being in full force and effect upon
the termination of such cause.


 


21.          COMPLETE
AGREEMENT


 


This Agreement, the other Transaction Agreements and the Quality
Agreements contain the entire agreement between the Parties and, except as
expressly stated herein or therein, supersedes all prior or contemporaneous
discussion, negotiations, representations, warranties, or 


 


23

















 


agreements, relating to the
subject matter of this Agreement, the other Transaction Agreements and the
Quality Agreements. No changes to this Agreement will be made or be binding on
either Party unless made in writing and signed by each Party.


 


22.          ASSIGNMENT


 


Subject to Section 2.4, Nycomed shall not assign, transfer or otherwise
dispose of this Agreement in whole or in part to any third party without the
prior written consent of TMC. TMC shall not assign, transfer or otherwise
dispose of this Agreement in whole or in part to any third party without the
prior written consent of Nycomed; provided, however, that such
consent shall not be required with respect to assignments, transfers or other
dispositions by TMC of its rights or obligations under this Agreement, in whole
or in part, to (i) an Affiliate or Affiliates of TMC; or (ii) an acquiror of
all or substantially all of the capital stock or assets of TMC related to the
Product, through purchase, merger, consolidation, or otherwise. This Agreement
shall inure to the benefit of the permitted successors and assigns of each
Party.


 


23.          MISCELLANEOUS


 


(a)           Waiver. None of the
conditions or provisions of this Agreement shall be held to have been waived by
any act or knowledge on the part of either Party, except by an instrument in
writing signed by a duly authorized officer or representative of such Party. Further,
the waiver by either Party of any right hereunder or the failure to enforce at
any time any of the provisions of this Agreement, or any rights with respect
thereto, shall not be deemed to be a waiver of any other rights hereunder or
any breach or failure of performance of the other Party.


 


(b)           Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


(c)           Headings. Headings and
captions are included in this Agreement for reference purposes only, and shall
not be used in order to interpret or construe this Agreement.


 


 


[Remainder of Page Intentionally Left Blank]


 


24

















 


IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed under seal by their respective duly authorized
representative as of the date set forth above.


 


	
  THE MEDICINES COMPANY

  	
   

  	
  NYCOMED DANMARK ApS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Clive
  Meanwell

  	
   

  	
   

  	
  By:

  	
  /s/ Ghita Astrop

  	
   

  
	
  Name:

  	
  Clive
  Meanwell

  	
   

  	
   

  	
  Name:

  	
  Ghita Astrop

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
  973-401-9541

  	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kerstin
  Valinder

  	
   

  
	
   

  	
   

  	
  Name

  	
  Kerstin
  Valinder

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nycomed Parent
  joins in this Agreement as a

  co-obligor with Nycomed as to all of

  Nycomed’s obligations hereunder:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYCOMED
  HOLDING ApS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bent
  Korscher

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bent
  Korscher

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP Nycomed

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kerstin
  Valinder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kerstin
  Valinder

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
																				



 


25

















 


EXHIBIT A


 


Countries Included in Territory


 


Original Countries Constituting the Territory


 


•      The following countries of
the European Union: Austria, Belgium, Denmark, Estonia, Finland, France,
Germany, Hungary, Ireland, Italy, Latvia, Lithuania Luxembourg, Malta, the
Netherlands, Poland, the United Kingdom and Sweden; but not Greece, Portugal
and Spain.


•      Iceland.


•      Liechtenstein.


•      Norway.


•      The Russian Federation and
all other former Soviet Republics (excluding Latvia, Lithuania and Estonia)


•      Switzerland.


•      Turkey


 


Additional Countries of the Territory


 


The below countries are included in the Territory with the
qualification that prior to registration and launch of the Product in any of
these countries, TMC and Nycomed shall agree that such actions are reasonable
and advisable from a commercial and intellectual property perspective:


 


•      Cyprus;


•      Czech Republic;


•      Slovakia;


•      Romania;


•      Bulgaria;


•      Slovenia;


•      Croatia;


•      Bosnia Herzegovina;


•      Serbia;


•      Montenegro;


•      Macedonia.


 


Notwithstanding the foregoing, upon termination of this Agreement with
respect to a country, the Territory shall thereafter exclude such country.


 


26

















 


EXHIBIT B


 


INTENTIONALLY OMITTED


 

















 


EXHIBIT C


 


Trademarks


 


Angiomax®, Angiox®,
Angionax® or any other trademark selected by TMC for the Product in
the Territory


 


The Medicines Company®(and
its logo)


 


REPLACE HEPARIN, IMPROVE
OUTCOMESTM


 


The logo:


 





 





 





 

















 


EXHIBIT D


 


INTENTIONALLY OMITTED


 

















 


EXHIBIT E


 


TMC Marks


 


each of the Trademarks identified in Exhibit C


 


Hirulog


 

















 


Exhibit F


 


Marketing Plan as of the Effective Date


 


Confidential Materials omitted and filed
separately with the Securities and Exchange 

Commission. Asterisks denote omissions.


 


[**]


 


A total of 75 pages have been omitted
pursuant to a request for confidential treatment.


 

















 


SCHEDULE 2.1(b)


 


Committed Activities and Nycomed Expenses


 


 


International


 


A.            The following
activities will be conducted by Nycomed and the costs paid for by TMC, up to
the amount specified in the budget below:


 


	
  ESC: September 1-5 Vienna

  	
   

  	
  Mutually agreed upon Nycomed Employees to attend

  
	
   

  	
   

  	
   

  
	
  TCT: October 19-24 Washington

  	
   

  	
  Mutually agreed upon Nycomed employees to attend

  
	
   

  	
   

  	
   

  
	
  Diabetes leave behind

  	
   

  	
  Nycomed to proceed and produce

  



 


	
  Budget for above activities:

  	
   

  	
          [**] (includes
  approximately [**] for the ISAR-3 and ISAR-4 studies; costs for the ISAR-3
  and ISAR-4 studies are allocated among the Parties pursuant to the Transition
  Agreement)

  



 


B.            The following
activities will be conducted by TMC, with reasonable assistance from Nycomed,
but TMC will not make payments to Nycomed with respect thereto (except to the
extent included in FTE Costs with respect to the provision of such assistance
by a Nycomed Employee as a Service):


 


•      IMPROVE-R


The primary manuscript is currently with the journal Euro Intervention
after being resubmitted after the first comments had been addressed. Nycomed
and TMC shall continue to work with the steering team and co-ordinate any
revisions to the primary manuscript.


 


In addition to the primary paper, Nycomed has further agreed and
committed to the IMPROVER steering committee to support them in any way they
require (i.e., medical writing) so they can proceed to publish three further
publications (German population, patients at risk of ischemia and patients at
risk of bleeding). Although the requirements of the steering committee and
individual authors have not been fully specified relating to the production and
publication of the three papers, Nycomed and TMC shall make contact and
continue the dialogue with the steering committee as well as offer any support
the steering committee requires in fulfilling these commitments; provided,
however, that TMC will have the final authority with respect to support
provided for such publications.


 

















 


•      ACUITY


The ACUITY steering team in Europe has expressed an interest in writing
European publications.


 


TMC shall work with Nycomed to determine, and communicate to the
steering committee, what publications are appropriate. TMC will have the final
authority with respect to support provided for such publications.


 


Business Review in 4th calendar
quarter of 2007 will cover the following items:


Marketing plan meetings Top 4


Feedback to marketing plans


 


	
  Agenda for road show

  	
   

  	
  Nycomed to prepare and send to TMC

  
	
   

  	
   

  	
  •   Nycomed to book flights and
  hotels for road show

  
	
  Next road show dates

  	
   

  	
  TBD with TMC and Nycomed

  
	
  Communication to KOLs

  	
   

  	
  TMC and Nycomed to co-ordinate

  
	
  Angiox.com

  	
   

  	
  Nycomed to provide TMC with admin names

  



 


C.            The following
activities will be conducted by Nycomed  in
collaboration with, and under the direction of, TMC, and except as provided
below, the costs therefore will be paid for by Nycomed:


 


Follow up with [**] regarding [**]; provided, that (a) Nycomed
shall not consent to the entry of any judgment or imposition of any fine or
penalty, and shall not accept any settlement, without TMC’s prior written
consent, which consent shall not be unreasonably withheld or delayed, and (b)
TMC shall have the right and option to participate in [**], and in any
negotiations or proceedings to settle [**], with separate counsel at TMC’s
election and cost.


 


If [**] imposes any fine or penalty on any TMC Release Party or any
Nycomed Release Party (as defined in the Transition Agreement) as a result of
the [**], TMC shall be responsible for or, if paid by Nycomed, shall promptly
reimburse Nycomed for, the amount of such fine or penalty up to a maximum
amount (the “[**]”) of [**]% of Net Sales (as defined in the Distribution
Agreement) in France during (i) the [**] period immediately preceding the activity
that resulted in such fine or penalty  and
(ii) the [**] period immediately following the period described in clause (i),
as represented by Nycomed to TMC is the maximum financial exposure that could
be incurred with respect to [**].


 


D.            Formerly planned
activities not to be performed by Nycomed:


 


	
  Bleeding audit project
  revisited:

  	
   

  	
  Deliverables ready and will be sent to TMC

  
	
  Bleeding risk project:

  	
   

  	
  Project outline will be sent to TMC

  
	
  STEMI market research

  	
   

  	
   

  
	
  ACS kick off meeting

  	
   

  	
   

  
	
  STEMI publication Europe

  	
   

  	
   

  



 

















 


	
  HE analysis of ACUITY 1 yr

  	
   

  	
   

  



 

















 


Affiliates


 


The following activities will be conducted by
Nycomed and the costs paid for by TMC, up to the amount specified in the budget
below with respect to each country:


 


	
  Germany:

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**] (includes approximately [**] for the
  ISAR-3 and ISAR-4 studies; costs for the ISAR-3 and ISAR-4 studies are
  allocated among the Parties pursuant to the Transition Agreement)

  
	
   

  	
   

  	
   

  
	
  Italy:

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  France

  	
   

  	
   

  
	
   

  	
   

  	
  •      [**]

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  UK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Eire

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
   

  



 

















 


	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Sweden

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Norway

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Netherlands

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  



 

















 


	
  Belgium

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Hungary

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Ukraine

  	
   

  	
   

  
	
  •     [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  Lithuania

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  
	
  Budget for above activities:

  	
   

  	
  [**]

  



 

















 


SCHEDULE 4.1


 


Commitment as of Effective Date


 


All costs below are in Euros


 


	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  Italy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  France

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  UK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


38

















 


	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  Eire

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  Sweden

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
   

  	
   

  	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norway

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 

















 


	
  Denmark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
  [**]

  	
   

  	
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  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Netherlands

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
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  [**]

  	
   

  	
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  [**]

  	
   

  	
  [**]

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  Belgium

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hungary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ukraine

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 

















 


	
  Baltics

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  International

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**]