##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number 000-31191
 THE MEDICINES COMPANY
  Delaware
    
    04-3324394(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)8 Sylvan WayParsippany, New Jersey
    
    07054(Address of principal executive offices)
    
    (Zip Code)
 (973) 290-6000
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



THE MEDICINES COMPANY
   Part I. Financial InformationItem 1 - Financial Statements
    
    
    1Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3 - Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4 - Controls and Procedures
    
    
    25Part II. Other InformationItem 1 - Legal Proceedings
    
    
    26Item 1A - Risk Factors
    
    
    27Item 6 - Exhibits
    
    
    43Signatures
    
    
    44Exhibit Index
    
    
    45EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Item 1.
    
    Financial Statements
 THE MEDICINES COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    74,790
    
    
    $
    72,225Available for sale securities
    
    
    109,647
    
    
    
    103,966Accrued interest receivable
    
    
    935
    
    
    
    922Accounts receivable, net of allowances of
approximately $12.4 million and $6.4 million
at March 31, 2010 and December 31, 2009,
respectively
    
    
    29,273
    
    
    
    29,789Inventory
    
    
    24,897
    
    
    
    25,836Prepaid expenses and other current assets
    
    
    8,372
    
    
    
    9,984Total current assets
    
    
    247,914
    
    
    
    242,722Fixed assets, net
    
    
    23,133
    
    
    
    25,072Intangible assets, net
    
    
    84,240
    
    
    
    84,678Goodwill
    
    
    14,671
    
    
    
    14,934Restricted cash
    
    
    7,056
    
    
    
    7,049Other assets
    
    
    260
    
    
    
    321Total assets
    
    $
    377,274
    
    
    $
    374,776LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    6,946
    
    
    $
    8,431Accrued expenses
    
    
    67,266
    
    
    
    77,088Deferred revenue
    
    
    763
    
    
    
    1,100Total current liabilities
    
    
    74,975
    
    
    
    86,619Contingent purchase price
    
    
    24,390
    
    
    
    23,667Deferred tax liabilities
    
    
    18,721
    
    
    
    18,395Other liabilities
    
    
    5,740
    
    
    
    5,706Total liabilities
    
    
    123,826
    
    
    
    134,387Stockholders equity:Preferred stock, $1.00 par value per share,
5,000,000 shares authorized; no shares issued
and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value per share,
125,000,000 shares authorized; 53,005,819 and
52,830,376 issued and outstanding at March
31, 2010 and December 31, 2009, respectively
    
    
    53
    
    
    
    53Additional paid-in capital
    
    
    588,255
    
    
    
    584,678Accumulated deficit
    
    
    (334,745
    )
    
    
    (344,177
    )Accumulated other comprehensive loss
    
    
    (115
    )
    
    
    (165
    )Total stockholders equity
    
    
    253,448
    
    
    
    240,389Total liabilities and stockholders equity
    
    $
    377,274
    
    
    $
    374,776
  1




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##### Table of Contents



THE MEDICINES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 Three Months Ended March 31,2010
    
    
    2009Net revenue
    
    $
    102,088
    
    
    $
    99,217Operating expenses:Cost of revenue
    
    
    28,769
    
    
    
    28,297Research and development
    
    
    16,877
    
    
    
    24,436Selling, general and administrative
    
    
    46,121
    
    
    
    53,595Total operating expenses
    
    
    91,767
    
    
    
    106,328Income (loss) from operations
    
    
    10,321
    
    
    
    (7,111
    )Other (expense) income
    
    
    (311
    )
    
    
    1,170Income (loss) before income taxes
    
    
    10,010
    
    
    
    (5,941
    )(Provision for) benefit from income taxes
    
    
    (578
    )
    
    
    2,593Net income (loss)
    
    $
    9,432
    
    
    $
    (3,348
    )Basic earnings (loss) per common share
    
    $
    0.18
    
    
    $
    (0.06
    )Diluted earnings (loss) per common share
    
    $
    0.18
    
    
    $
    (0.06
    )Weighted average number of common shares outstanding:Shares used in computing basic earnings (loss) per common share
    
    
    52,496
    
    
    
    52,141Shares used in computing diluted earnings (loss) per common share
    
    
    52,719
    
    
    
    52,141
 .
 2




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##### Table of Contents



THE MEDICINES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    9,432
    
    
    $
    (3,348
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    2,304
    
    
    
    1,350Amortization of net premiums and discounts on available for sale securities
    
    
    709
    
    
    
    415Unrealized foreign currency transaction (gain) losses, net
    
    
    (525
    )
    
    
    99Non-cash stock compensation expense
    
    
    2,742
    
    
    
    5,443Loss on disposal of fixed assets
    
    
    6
    
    
    
    11Gain on sales of available for sale securities
    
    
    
    
    
    
    Deferred tax (benefit) provision
    
    
    326
    
    
    
    (2,570
    )Tax effect of option exercises
    
    
    
    
    
    
    (63
    )Adjustment to contingent purchase price
    
    
    723
    
    
    
    Changes in operating assets and liabilities:Accrued interest receivable
    
    
    (14
    )
    
    
    95Accounts receivable
    
    
    418
    
    
    
    (1,045
    )Inventory
    
    
    882
    
    
    
    3,961Prepaid expenses and other current assets
    
    
    1,523
    
    
    
    597Accounts payable
    
    
    (1,487
    )
    
    
    (9,442
    )Accrued expenses
    
    
    (9,479
    )
    
    
    3,699Deferred revenue
    
    
    (324
    )
    
    
    (4,535
    )Other liabilities
    
    
    34
    
    
    
    (557
    )Net cash provided by (used in) operating activities
    
    
    7,270
    
    
    
    (5,890
    )Cash flows from investing activities:Purchases of available for sale securities
    
    
    (31,282
    )
    
    
    (39,330
    )Proceeds from maturities and sales of available for sale securities
    
    
    24,886
    
    
    
    47,786Purchases of fixed assets
    
    
    (23
    )
    
    
    (5,712
    )Adjustment to goodwill
    
    
    263
    
    
    
    (37,168
    )Increase in restricted cash
    
    
    (7
    )
    
    
    (3,004
    )Net cash used in investing activities
    
    
    (6,163
    )
    
    
    (37,428
    )Cash flows from financing activities:Proceeds from issuances of common stock, net
    
    
    834
    
    
    
    890Net cash provided by financing activities
    
    
    834
    
    
    
    890Effect of exchange rate changes on cash
    
    
    624
    
    
    
    (388
    )Increase (decrease) in cash and cash equivalents
    
    
    2,565
    
    
    
    (42,816
    )Cash and cash equivalents at beginning of period
    
    
    72,225
    
    
    
    81,018Cash and cash equivalents at end of period
    
    $
    74,790
    
    
    $
    38,202Supplemental disclosure of cash flow information:Taxes paid
    
    $
    115
    
    
    $
    58
 .
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##### Table of Contents



THE MEDICINES COMPANY
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ® ® ® ®
 1. Nature of Business
 ® ®
 2. Significant Accounting Policies
  Basis of Presentation
    Use of Estimates
  4




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##### Table of Contents



Reclassifications
  Recent Accounting Pronouncements
  3. Stock-Based Compensation
    4. Earnings (Loss) per Share
  Three Months Ended March 31,2010
    
    
    2009(in thousands, except
per share amounts)Basic and dilutedNet income (loss)
    
    $
    9,432
    
    
    $
    (3,348
    )Weighted average common shares outstanding, basic
    
    
    52,891
    
    
    
    52,470Less: unvested restricted common shares outstanding
    
    
    395
    
    
    
    329Net weighted average common shares outstanding, basic
    
    
    52,496
    
    
    
    52,141Plus: net effect of dilutive stock options and restricted common shares
    
    
    223
    
    
    
    Weighted average common shares outstanding, diluted
    
    
    52,719
    
    
    
    52,141Earnings (loss) per share, basic
    
    $
    0.18
    
    
    $
    (0.06
    )Earnings (loss) per share, diluted
    
    $
    0.18
    
    
    $
    (0.06
    )
  5




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##### Table of Contents



Three Months Ended March 31,2010
    
    2009(in thousands)Weighted average options outstanding
    
    
    10,851
    
    
    
    11,102Weighted average options included in computation of diluted earnings per share
    
    
    361
    
    
    
    Weighted average options considered anti-dilutive and excluded from the computation of diluted
earnings per share
    
    
    10,490
    
    
    
    11,102Weighted average unvested restricted shares outstanding
    
    
    396
    
    
    
    328Weighted average unvested restricted shares included in computation of diluted earnings per share
    
    
    396
    
    
    
    Weighted average unvested restricted shares considered anti-dilutive and excluded from the
computation of earnings per share
    
    
    
    
    
    
    328
 5. Comprehensive Income (Loss)
  Three Months Ended March 31,2010
    
    
    2009(in thousands)Net income (loss)
    
    $
    9,432
    
    
    $
    (3,348
    )Unrealized (loss) gain on available for sale securities
    
    
    (7
    )
    
    
    (604
    )Foreign currency translation adjustment
    
    
    57
    
    
    
    (299
    )Comprehensive income (loss)
    
    $
    9,482
    
    
    $
    (4,251
    )
 6. Income Taxes
   7. Investment
  8. Acquisitions
 Targanta Therapeutics Corporation
 6




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##### Table of Contents




    
    Upon approval from the European Agency for the Evaluation of Medical Products
(EMEA) for a Marketing Authorization Application (MAA) for oritavancin for the treatment
of serious gram-positive bacterial infections, including acute bacterial skin and skin
structure infections (ABSSSI), which were formerly referred to as complicated skin and
skin structure infections (cSSSI) on or before December 31, 2013, approximately $15.8
million if such approval is granted between January 1, 2010 and June 30, 2010, or
approximately $10.5 million if such approval is granted between July 1, 2010 and December
31, 2013. As of March 31, 2010, the Company had not filed an application with the EMEA
for oritavancin for the treatment of ABSSSI.
    
    Upon final approval from the FDA for a new drug application, or NDA, for
oritavancin for the treatment of ABSSSI (1) within 40 months after the date the first
patient is enrolled in a Phase 3 clinical trial of ABSSSI that is initiated by the
Company and (2) on or before December 31, 2013, approximately $10.5 million in the
aggregate.
    
    Upon final FDA approval for an NDA for the use of oritavancin for the treatment of
ABSSSI administered by a single dose intravenous infusion (1) within 40 months after the
date the first patient is enrolled in a Phase 3 clinical trial of ABSSSI that is
initiated by the Company and (2) on or before December 31, 2013, approximately $14.7
million in the aggregate. This payment may become payable simultaneously with the payment
described in the previous bullet above.
    
    If aggregate net sales of oritavancin in four consecutive calendar quarters ending
on or before December 31, 2021 reach or exceed $400.0 million, approximately $49.4
million in the aggregate.
  (in thousands)Acquired Assets:Cash and cash equivalents
    
    $
    4,815Available for sale securities
    
    
    397Prepaid expenses & other current assets
    
    
    2,440Fixed assets, net
    
    
    1,960In-process research and development
    
    
    69,500Goodwill
    
    
    14,671Other assets
    
    
    70Total assets
    
    
    93,853Liabilities Assumed:Accounts payable
    
    
    3,280Accrued expenses
    
    
    6,976Contingent purchase price
    
    
    23,181Deferred tax liability
    
    
    17,877Other liabilities
    
    
    556Total liabilities
    
    
    51,870Total cash purchase price paid upon acquisition
    
    $
    41,983
  7




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##### Table of Contents



Project
    
    (in thousands)ABSSSI
    
    $
    54,000Bacteremia
    
    
    5,900Anthrax
    
    
    6,400Clostridium difficileinfections
    
    
    3,200Total
    
    $
    69,500
   Three months ended March 31,2010
    
    
    2009(in thousands, except per share data)Net revenue
    
    $
    102,088
    
    
    $
    99,217Income (loss) from operations
    
    
    10,321
    
    
    
    (17,782
    )Net income (loss)
    
    
    9,432
    
    
    
    (14,465
    )Basic and diluted loss per share:Basic earnings (loss) per share
    
    $
    0.18
    
    
    $
    (0.28
    )Diluted earnings (loss) per share
    
    $
    0.18
    
    
    $
    (0.28
    )Weighted average number of common shares outstanding:Basic
    
    
    52,496
    
    
    
    52,141Diluted
    
    
    52,719
    
    
    
    52,141
  8




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##### Table of Contents



9. Cash, Cash Equivalents and Available for Sale Securities
    As of March 31, 2010
    
    
    As of December 31, 2009Carrying
    
    
    Unrealized
    
    
    
    
    
    
    
    
    
    
    Carrying
    
    
    UnrealizedCost
    
    
    Fair Value
    
    
    Value
    
    
    Gain
    
    
    Cost
    
    
    Fair Value
    
    
    Value
    
    
    Gain(in thousands)U.S. government agency notes
    
    $
    90,399
    
    
    $
    90,418
    
    
    $
    90,418
    
    
    $
    19
    
    
    $
    103,936
    
    
    $
    103,965
    
    
    $
    103,965
    
    
    $
    29Corporate debt securities
    
    $
    19,225
    
    
    $
    19,229
    
    
    $
    19,229
    
    
    $
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    $
    109,624
    
    
    $
    109,647
    
    
    $
    109,647
    
    
    $
    23
    
    
    $
    103,936
    
    
    $
    103,966
    
    
    $
    103,966
    
    
    $
    29
 Restricted Cash
  10. Inventory
  9




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March 31,
    
    
    December 31,Inventory
    
    2010
    
    
    2009(in thousands)Raw materials
    
    $
    9,944
    
    
    $
    13,609Work-in-progress
    
    
    11,530
    
    
    
    8,646Finished goods
    
    
    3,423
    
    
    
    3,581Total
    
    $
    24,897
    
    
    $
    25,836
  11. Intangible Assets and Goodwill
  As of March 31, 2010
    
    
    As of December 31, 2009Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetWeighted Average
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingUseful Life
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    Amount(in thousands)Identifiable intangible assetsCustomer relationships(1)
    
    8 years
    
    $
    7,457
    
    
    $
    (1,074
    )
    
    $
    6,383
    
    
    $
    7,457
    
    
    $
    (861
    )
    
    $
    6,596Distribution agreement(1)
    
    8 years
    
    
    4,448
    
    
    
    (641
    )
    
    
    3,807
    
    
    
    4,448
    
    
    
    (514
    )
    
    
    3,934Trademarks(1)
    
    8 years
    
    
    3,024
    
    
    
    (436
    )
    
    
    2,588
    
    
    
    3,024
    
    
    
    (349
    )
    
    
    2,675Cleviprex milestones(2)
    
    13 years
    
    
    2,000
    
    
    
    (38
    )
    
    
    1,962
    
    
    
    2,000
    
    
    
    (27
    )
    
    
    1,973Total
    
    9 years
    
    $
    16,929
    
    
    $
    (2,189
    )
    
    $
    14,740
    
    
    $
    16,929
    
    
    $
    (1,751
    )
    
    $
    15,178
 
 (1)
    
    The Company amortizes intangible assets related to Angiox based on the ratio
of annual forecasted revenue compared to total forecasted revenue from the sale of Angiox
through the end of its patent life.(2)
    
    The Company amortizes intangible assets related to the Cleviprex approval over the
remaining life of the patent.   As of March 31, 2010
    
    
    As of December 31, 2009Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    Amount(in thousands)Intangible assets not subject to amortization:In-process research and development
    
    $
    69,500
    
    
    $
    
    
    
    $
    69,500
    
    
    $
    69,500
    
    
    $
    
    
    
    $
    69,500Total
    
    $
    69,500
    
    
    $
    
    
    
    $
    69,500
    
    
    $
    69,500
    
    
    $
    
    
    
    $
    69,500
 10




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March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Balance at beginning of period
    
    $
    14,934
    
    
    $
    Goodwill acquired during the year
    
    
    
    
    
    
    14,934Adjustment to goodwill
    
    
    (263
    )
    
    
    Balance at end of period
    
    $
    14,671
    
    
    $
    14,934
  12. Fair Value Measurements
  Level 1
    
    Quoted prices in active markets for identical assets or
liabilities. The Companys Level 1 assets and liabilities consist
of money market investments.Level 2
    
    Observable inputs other than Level 1 prices, such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the assets or liabilities. The Companys Level 2 assets
and liabilities consist of U.S. government agency and corporate
debt securities.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities. The Companys Level 3 assets and liabilities
consist of the contingent purchase price associated with the
Targanta acquisition (note 8). The fair value of the contingent
purchase price was determined utilizing a probability weighted
discounted financial model.
  SignificantQuoted Prices In
    
    
    Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    Balance atAssets and Liabilities
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    March 31, 2010(in thousands)Assets:Money market
    
    $
    16,638
    
    
    $
    
    
    
    $
    
    
    
    $
    16,638U.S. government agency
    
    $
    
    
    
    $
    90,418
    
    
    $
    
    
    
    $
    90,418Corporate debt securities
    
    $
    
    
    
    $
    25,478
    
    
    $
    
    
    
    $
    25,478Total assets at fair value
    
    $
    16,638
    
    
    $
    115,896
    
    
    $
    
    
    
    $
    132,534Liabilities:Contingent purchase price
    
    $
    
    
    
    $
    
    
    
    $
    24,390
    
    
    $
    24,390Total liabilities at fair value
    
    $
    
    
    
    $
    
    
    
    $
    24,390
    
    
    $
    24,390
 11




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Level 3(in thousands)Balance at December 31, 2009
    
    $
    23,667Contingent purchase price related to acquisition of Targanta
    
    
    Fair value adjustment to contingent purchase price included in net income
    
    
    723Balance at March 31, 2010
    
    $
    24,390
  13. Restructuring Costs and Other, Net
     Balance as
    
    
    Expenses
    
    
    
    
    
    
    
    
    
    
    Balance as ofof January
    
    
    (Income),
    
    
    
    
    
    
    
    
    
    
    March 31,1, 2009
    
    
    Net
    
    
    Cash
    
    
    Noncash
    
    
    2010(in thousands)Employee severance and other personnel benefits:2010 Programs
    
    $
    
    
    
    $
    5,939
    
    
    $
    3,725
    
    
    $
    
    
    
    $
    2,214Leases and equipment write-offs
    
    
    
    
    
    
    1,164
    
    
    
    6
    
    
    
    997
    
    
    
    161Total
    
    $
    
    
    
    $
    7,103
    
    
    $
    3,731
    
    
    $
    997
    
    
    $
    2,375
 14. Segment and Geographic Information
   12




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Three Months Ended March 31,2010
    
    
    
    
    
    
    2009(in thousands)Net revenue:United States
    
    $
    96,456
    
    
    
    94.5
    %
    
    $
    96,011
    
    
    
    96.8
    %Europe
    
    
    4,868
    
    
    
    4.8
    %
    
    
    2,509
    
    
    
    2.5
    %Other
    
    
    764
    
    
    
    0.7
    %
    
    
    697
    
    
    
    0.7
    %Total net revenue
    
    
    102,088
    
    
    
    
    
    
    
    99,217March 31,
    
    
    
    
    
    
    December 31,2010
    
    
    
    
    
    
    2009(in thousands)Long-lived assets:United States
    
    $
    120,471
    
    
    
    98.5
    %
    
    $
    122,968
    
    
    
    98.4
    %Europe
    
    
    1,521
    
    
    
    1.2
    %
    
    
    1,684
    
    
    
    1.3
    %Other
    
    
    312
    
    
    
    0.3
    %
    
    
    353
    
    
    
    0.3
    %Total long-lived assets
    
    $
    122,304
    
    
    
    
    
    
    $
    125,005
 15. Relocation of Principal Offices
  16. Contingencies
   13




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis of our financial condition and results
of operations together with our financial statements and accompanying notes included elsewhere in
this quarterly report. In addition to the historical information, the discussion in this quarterly
report contains certain forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated by the forward-looking statements due to our
critical accounting estimates discussed below and important factors set forth in this quarterly
report, including under Risk Factors in Part II, Item 1A of this quarterly report.
 Overview
 Our Business
 ® ®
  Product orProduct in
    
    DevelopmentDevelopment
    
    Stage
    
    Mechanism/Target
    
    Clinical Indication(s)Angiomax
    
    Marketed
    
    Direct thrombin inhibitor
    
    U.S.  for use as an anticoagulant in combination with aspirin in
patients  with unstable angina undergoing percutaneous
coronary intervention, or PCI, with or at risk of heparin induced thrombocytopenia and thrombosis syndrome, or HIT/HITTS

EU  for use as an anticoagulant in
patients with acute coronary
syndrome, or ACS, or ST-segment
elevation myocardial infarction, or
STEMI, undergoing primary PCICleviprex
    
    Marketed in the
United States; MAA
submitted n the
European Union
    
    Calcium channel blocker
    
    Blood pressure reduction when oral
therapy is not feasible or not
desirableCangrelor
    
    Phase 3
    
    Antiplatelet agent
    
    Prevention of platelet activation and
aggregationOritavancin
    
    Phase 3
    
    Antibiotic
    
    Treatment of serious gram-positive
bacterial infections, including acute
bacterial skin and skin structure
infections, or ABSSSI (which were
formerly referred to as complicated
skin and skin structure infections,
or cSSSI)CU2010
    
    Phase 1
    
    Serine protease inhibitor
    
    Reduction of blood loss during surgeryApoA-I Milano
    
    Phase 1 / Technology
Transfer
    
    Naturally occurring variant of
 a protein found in human
high-density lipoprotein (HDL)
    
    Reversal of atherosclerotic plaque
development and reduction of the risk
of coronary events in patients with
ACSReady-to-Use 
Argatroban
    
    Phase 3; NDA filed
    
    Direct thrombin inhibitor
    
    Anticoagulant for prophylaxis or
treatment of thrombosis in patients
with or at risk for  HIT and for
patients with or at risk for HIT
undergoing PCI
 14




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Angiomax Patent Term
  Cleviprex Recall
  15




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##### Table of Contents



Distribution and Sales
    Business Development Activity
  Targanta Acquisition. Clostridium difficile
  
    
    Upon approval from the EMEA for a MAA for oritavancin for the treatment of ABSSSI
on or before December 31, 2013, approximately $15.8 million if such approval is granted
between January 1, 2010 and June 30, 2010, or approximately $10.5 million if such
approval is granted between July 1, 2010 and December 31, 2013. As of March 31, 2010, we
had not filed an application with the EMEA for oritavancin for the treatment of ABSSSI.
    
    Upon final approval from the FDA for a new drug application, or NDA, for
oritavancin for the treatment of ABSSSI (1) within 40 months after the date the first
patient is enrolled in a Phase 3 clinical trial of ABSSSI that is initiated by us and (2)
on or before December 31, 2013, approximately $10.5 million in the aggregate.
    
    Upon final FDA approval for an NDA for the use of oritavancin for the treatment of
ABSSSI administered by a single dose intravenous infusion (1) within 40 months after the
date the first patient is enrolled in a Phase 3 clinical trial of ABSSSI that
 16




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##### Table of Contents



is initiated by us and (2) on or before December 31, 2013, approximately $14.7 million in
the aggregate. This payment may become payable simultaneously with the payment described in
the previous bullet above.
    
    If aggregate net sales of oritavancin in four consecutive calendar quarters ending
on or before December 31, 2021 reach or exceed $400 million, approximately $49.4 million
in the aggregate.
   Licensing Arrangement with Eagle.
 Licensing Arrangement with Pfizer.
 Workforce Reductions
  Results of Operations
 Three Months Ended March 31, 2010 and 2009
 Net Revenue:
  17




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##### Table of Contents



Net Revenue
 Three Months Ended March 31,Change
    
    
    Change2010
    
    
    2009
    
    
    $
    
    
    %(in thousands)
    
    
    (in thousands)
    
    
    (in thousands)Net RevenueU.S. sales
    
    $
    96,456
    
    
    $
    96,011
    
    
    $
    445
    
    
    
    0.5
    %International net revenue
    
    
    5,632
    
    
    
    3,206
    
    
    
    2,426
    
    
    
    75.7
    %Total net revenue
    
    $
    102,088
    
    
    $
    99,217
    
    
    $
    2,871
    
    
    
    2.9
    %
      Cost of Revenue:
  Cost of Revenue
 Three Months Ended March 31,% of Total
    
    
    
    
    
    
    % of Total2010
    
    
    Cost
    
    
    2009
    
    
    Cost(in thousands)
    
    
    
    
    
    
    (in thousands)Cost of RevenueManufacturing
    
    $
    6,276
    
    
    
    22
    %
    
    $
    6,195
    
    
    
    22
    %Royalty
    
    
    19,913
    
    
    
    69
    %
    
    
    19,190
    
    
    
    68
    %Logistics
    
    
    2,580
    
    
    
    9
    %
    
    
    2,912
    
    
    
    10
    %Total Cost of Revenue
    
    $
    28,769
    
    
    
    100
    %
    
    $
    28,297
    
    
    
    100
    %
  18




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Research and Development Expenses:
    Research and Development Spending
 Three Months Ended March 31,% of
    
    
    
    
    
    
    % of2010
    
    
    Total R&D
    
    
    2009
    
    
    Total R&D(in thousands)
    
    
    
    
    
    
    (in thousands)Research and DevelopmentAngiomaxClinical trials
    
    $
    1,476
    
    
    
    9
    %
    
    $
    641
    
    
    
    3
    %Manufacturing development
    
    
    1,255
    
    
    
    7
    %
    
    
    2,364
    
    
    
    10
    %Administrative and headcount costs
    
    
    887
    
    
    
    5
    %
    
    
    1,063
    
    
    
    4
    %Total Angiomax
    
    
    3,618
    
    
    
    21
    %
    
    
    4,068
    
    
    
    17
    %CleviprexClinical trials
    
    
    613
    
    
    
    4
    %
    
    
    1,680
    
    
    
    7
    %Manufacturing development
    
    
    250
    
    
    
    1
    %
    
    
    286
    
    
    
    1
    %Administrative and headcount costs
    
    
    529
    
    
    
    3
    %
    
    
    1,776
    
    
    
    7
    %Total Cleviprex
    
    
    1,392
    
    
    
    8
    %
    
    
    3,742
    
    
    
    15
    %CangrelorClinical trials
    
    
    1,818
    
    
    
    11
    %
    
    
    8,927
    
    
    
    37
    %Manufacturing development
    
    
    299
    
    
    
    1
    %
    
    
    1,251
    
    
    
    5
    %Administrative and headcount costs
    
    
    1,157
    
    
    
    7
    %
    
    
    1,265
    
    
    
    5
    %Total Cangrelor
    
    
    3,274
    
    
    
    19
    %
    
    
    11,443
    
    
    
    47
    %OritavancinClinical trials
    
    
    607
    
    
    
    4
    %
    
    
    
    
    
    
    0
    %Manufacturing development
    
    
    1,603
    
    
    
    10
    %
    
    
    
    
    
    
    0
    %Administrative and headcount
    
    
    2,259
    
    
    
    13
    %
    
    
    718
    
    
    
    3
    %Total Oritavancin
    
    
    4,469
    
    
    
    27
    %
    
    
    718
    
    
    
    3
    %CU2010Clinical trials
    
    
    242
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %Manufacturing development
    
    
    106
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %Administrative and headcount
    
    
    892
    
    
    
    5
    %
    
    
    1,020
    
    
    
    4
    %Government subsidy
    
    
    (243
    )
    
    
    (1
    )%
    
    
    
    
    
    
    0
    %Total CU2010
    
    
    997
    
    
    
    6
    %
    
    
    1,020
    
    
    
    4
    %ApoA-I MilanoAdministrative and headcount
    
    
    353
    
    
    
    2
    %
    
    
    
    
    
    
    0
    %Total ApoA-I Milano
    
    
    353
    
    
    
    2
    %
    
    
    
    
    
    
    0
    %Ready-to-Use ArgatrobanAdministrative and headcount
    
    
    169
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %Total Ready-to-Use Argatroban
    
    
    169
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %Other
    
    
    2,605
    
    
    
    16
    %
    
    
    3,445
    
    
    
    14
    %Total
    
    $
    16,877
    
    
    
    100
    %
    
    $
    24,436
    
    
    
    100
    %
 19




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Angiomax
   Cleviprex
   Cangrelor
  Oritavancin
  CU2010
  20




---



##### Table of Contents



ApoA-I Milano
  Ready-to-Use Argatroban
  Other
   
    
    the scope, rate of progress and cost of our clinical trials and other research and
development activities;
    
    future clinical trial results;
    
    the terms and timing of any collaborative, licensing and other arrangements that we
may establish;
    
    the cost and timing of regulatory approvals;
    
    the cost and timing of establishing and maintaining sales, marketing and
distribution capabilities;
    
    the cost of establishing and maintaining clinical and commercial supplies of our
product candidates;
    
    the effect of competing technological and market developments; and
    
    the cost of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights.
 Selling, General and Administrative Expenses:
 Three Months Ended March 31,Change
    
    Change2010
    
    2009
    
    $
    
    %(in thousands)Selling, general and administrative expenses
    
    $
    46,121
    
    
    $
    53,595
    
    
    $
    (7,474
    )
    
    
    (13.9
    )%
  21




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##### Table of Contents



Other (expense) income:
 Three Months Ended March 31,Change
    
    Change2010
    
    2009
    
    $
    
    %(in thousands)Other (expense) income
    
    $
    (311
    )
    
    $
    1,170
    
    
    $
    (1,481
    )
    
    
    (126.6
    )%
  (Provision for) Benefit from Income Tax:
 Three Months Ended March 31,Change
    
    Change2010
    
    2009
    
    $
    
    %(in thousands)(Provision for) Benefit from Income Tax
    
    $
    (578
    )
    
    $
    2,593
    
    
    $
    (3,171
    )
    
    
    (122.3
    )%
   Liquidity and Capital Resources
 Sources of Liquidity
  22




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##### Table of Contents



Cash Flows
     Funding Requirements
  
    
    the extent to which Angiomax is commercially successful globally;
    
    the outcome of our efforts to extend the patent term of the principal U.S. patent
covering Angiomax and the degree of market exclusivity in the United States provided by
our other U.S. patents covering Angiomax;
    
    the terms of any settlements with Biogen Idec, HRI or the two law firms with respect to
the principal U.S. patent covering Angiomax and the PTOs denial of our application to
extend the term of the patent;
    
    our ability to resupply the market with Cleviprex and the extent to which Cleviprex
is commercially successful in the United States;
    
    the extent to which we can establish a successful commercial infrastructure outside
the United States;
    
    the cost of acquisitions or licensing of development-stage products, approved
products, or businesses and strategic or licensing arrangements with companies that fit
within our growth strategy;
    
    the progress, level, timing and cost of our research and development activities
related to our clinical trials and non-clinical studies with respect to Angiomax,
Cleviprex and our products in development;
    
    the cost and outcomes of regulatory submissions and reviews for approval of
Cleviprex outside the United States, Australia and New Zealand and of our products in
development globally;
    
    the continuation or termination of third-party manufacturing and sales and
marketing arrangements;
    
    the size, cost and effectiveness of our sales and marketing programs globally;
    
    the amounts of our payment obligations to third parties as to Angiomax, Cleviprex
and our products in development; and
    
    our ability to defend and enforce our intellectual property rights.
  23




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##### Table of Contents



Certain Contingencies:
  Contractual Obligations
  Application of Critical Accounting Estimates
   
    
    the nature of the estimate or assumption is material due to the level of
subjectivity and judgment necessary to account for highly uncertain matters or the
susceptibility of such matters to change; and
    
    the impact of the estimates and assumptions on financial condition or operating
performance is material.
  24




---



##### Table of Contents



Off-Balance Sheet Transactions
  Forward-Looking Information
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  25




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 Part II. Other Information
 
 Item 1. Legal Proceedings
  Teva Parenteral Medicines, Inc.
   Pliva Hrvatska d.o.o.
   APP Pharmaceuticals, LLC
  26




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##### Table of Contents



PTO, FDA and U.S. Department of Health and Human Services, et al.
 et al.
 et al.
 
 Item 1A. Risk Factors
 Investing in our common stock involves a high degree of risk. You should carefully consider
the risks and uncertainties described below in addition to the other information included or
incorporated by reference in this quarterly report. If any of the following risks actually occur,
our business, financial condition or results of operations would likely suffer. In that case, the
trading price of our common stock could fall.
 An updated description of the risk factors associated with our business is set forth below.
These risk factors have been updated from those included in our Annual Report on Form 10-K , to,
among other things, update the risk factor related to our ability to obtain and maintain patent
protection for the intellectual property relating to our products and the risk factor related to
the effect of reimbursement and drug pricing on our revenue.
 Risks Related to Our Financial Results
 We have a history of net losses and may not maintain profitability on an annual basis
  27




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##### Table of Contents



Our business is very dependent on the commercial success of Angiomax
  
    
    the outcome of our efforts to extend the patent term of the principal U.S. patent
covering Angiomax and the degree of market exclusivity in the United States provided by our
other U.S. patents covering Angiomax;
    
    the continued acceptance by regulators, physicians, patients and other key
decision-makers of Angiomax as a safe, therapeutic and cost-effective alternative to heparin
and other products used in current practice or currently being developed;
    
    our ability to further develop Angiomax for use in additional patient populations and the
clinical data we generate to support expansion of the product label;
    
    the overall number of PCI procedures performed;
    
    our success in selling and marketing Angiox in Europe;
    
    the impact of competition from competitive products and generic versions of Angiomax and
those competitive products; and
    
    the extent to which we and our international distributors are successful in marketing
Angiomax.
   Our revenue has been substantially dependent on our sole source distributor, ICS, and a
limited number of domestic wholesalers and international distributors involved in the sale of our
products, and such revenue may fluctuate from quarter to quarter based on the buying patterns of
such distributor, wholesalers and distribution partners
    Failure to achieve our revenue targets or raise additional funds in the future may require us
to delay, reduce the scope of, or eliminate one or more of our planned activities
 28




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##### Table of Contents




    
    the extent to which Angiomax is commercially successful globally;
    
    the outcome of our efforts to extend the patent term of the principal U.S. patent
covering Angiomax and the degree of market exclusivity in the United States provided by our
other U.S. patents covering Angiomax;
    
    the terms of any settlements with Biogen Idec, HRI or the two law firms with respect to the
principal U.S. patent covering Angiomax and the PTOs denial of our application to extend
the term of the patent;
    
    our ability to resupply the market with Cleviprex and the extent to which Cleviprex is
commercially successful in the United States;
    
    the extent to which we can successfully establish a commercial infrastructure outside
the United States;
    
    the cost of acquisitions and licenses of development-stage products, approved products,
or businesses and strategic or licensing arrangements with companies that fit within our
growth strategy;
    
    the progress, level, timing and cost of our research and development activities related
to our clinical trials and non-clinical studies with respect to Angiomax, Cleviprex and our
products in development;
    
    the cost and outcomes of regulatory submissions and reviews for approval of Cleviprex
outside the United States, Australia and New Zealand and of our products in development
globally;
    
    the continuation or termination of third-party manufacturing and sales and marketing
arrangements;
    
    the size, cost and effectiveness of our sales and marketing programs globally;
    
    the amounts of our payment obligations to third parties as to Angiomax, Cleviprex and
our products in development; and
    
    our ability to defend and enforce our intellectual property rights.
  Risks Related to Commercialization
 Angiomax competes with all categories of anticoagulant drugs, which may limit the use of
Angiomax and adversely affect our revenue
  29




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Cleviprex competes with all categories of intravenous antihypertensive, or IV-AHT, drugs,
which may limit the use of Cleviprex and adversely affect our revenue
    We face substantial competition, which may result in others discovering, developing or
commercializing competing products before or more successfully than we do
  If physicians, patients and other key decision-makers do not accept clinical data from trials
of Angiomax and Cleviprex, then sales of Angiomax and Cleviprex may be adversely affected
  30




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##### Table of Contents



If the number of PCI procedures performed decreases, sales of Angiomax may be negatively
impacted
  If we are unable to successfully expand our business infrastructure and develop our global
operations, our ability to generate future product revenue will be adversely affected
   
    
    continue to improve operating, administrative, and information systems;
    
    accurately predict future personnel and resource needs to meet contract commitments;
    
    track the progress of ongoing projects; and
    
    attract and retain qualified management, sales, professional, scientific and technical
operating personnel.
  The success of our global operations may be adversely affected by international risks and
uncertainties. If these operations are not successful, our results of operations and financial
position could be adversely affected.
  
    
    our customers ability to obtain reimbursement for procedures using our products in
foreign markets;
    
    the burden of complying with complex and changing foreign legal, tax, accounting and
regulatory requirements;
    
    language barriers and other difficulties in providing customer support and service;
 31




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##### Table of Contents




    
    longer accounts receivable collection times;
    
    significant currency fluctuations;
    
    reduced protection of intellectual property rights in some foreign countries; and
    
    the interpretation of contractual provisions governed by foreign laws in the event of a
contract dispute.
  Our ability to generate future product revenue will be affected by reimbursement and drug
pricing and if access to our products by governmental and other third-party payors is reduced or
terminated
     If we do not comply with federal, state and foreign laws and regulations relating to the
health care business, we could face substantial penalties
 32




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##### Table of Contents




    
    the Federal Anti-Kickback Law, which prohibits persons from knowingly and willfully
soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash
or in kind, to induce either the referral of an individual or furnishing or arranging for a
good or service for which payment may be made under federal health care programs such as
Medicare and Medicaid;
    
    other Medicare laws and regulations that prescribe the requirements for coverage and
payment for services performed by our customers, including the amount of such payment;
    
    the Federal False Claims Act, which imposes civil and criminal liability on individuals
and entities who submit, or cause to be submitted, false or fraudulent claims for payment
to the government;
    
    the Federal False Statements Act, which prohibits knowingly and willfully falsifying,
concealing or covering up a material fact or making any materially false statement in
connection with delivery of or payment for health care benefits, items or services; and
    
    various state laws that impose similar requirements and liability with respect to state
healthcare reimbursement and other programs.
  If we are unable to obtain insurance at acceptable costs and adequate levels or otherwise
protect ourselves against potential product liability claims, we could be exposed to significant
liability
    Risks Related to Regulatory Matters
 If we do not obtain regulatory approvals for our product candidates, we will not be able to
market our product candidates and our ability to generate additional revenue could be materially
impaired
  33




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##### Table of Contents




    
    delay or prevent the successful commercialization of any of our product candidates;
    
    diminish our competitive advantage; and
    
    defer or decrease our receipt of revenue.
  We cannot expand the indications for which we are marketing Angiomax unless we receive
regulatory approval for each additional indication. Failure to expand these indications will limit
the size of the commercial market for Angiomax
   Clinical trials of product candidates are expensive and time-consuming, and the results of
these trials are uncertain
   34




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##### Table of Contents




    
    our clinical trials may produce negative or inconclusive results, and we may decide, or
regulators may require us, to conduct additional clinical trials which even if undertaken
cannot ensure we will gain approval;
    
    data obtained from pre-clinical testing and clinical trials may be subject to varying
interpretations, which could result in the FDA or other regulatory authorities deciding not
to approve a product in a timely fashion, or at all;
    
    the cost of clinical trials may be greater than we currently anticipate;
    
    regulators or institutional review boards may not authorize us to commence a clinical
trial or conduct a clinical trial at a prospective trial site;
    
    we, or the FDA or other regulatory authorities, might suspend or terminate a clinical
trial at any time on various grounds, including a finding that participating patients are
being exposed to unacceptable health risks. For example, we have in the past voluntarily
suspended enrollment in one of our clinical trials to review an interim analysis of safety
data from the trial; and
    
    the effects of our product candidates may not be the desired effects or may include
undesirable side effects or the product candidates may have other unexpected
characteristics.
  If we or our contract manufacturers fail to comply with the extensive regulatory requirements
to which we, our contract manufacturers and our products are subject, our products could be subject
to restrictions or withdrawal from the market and we could be subject to penalties
  
    
    delay in approving or refusal to approve a product;
    
    product recall or seizure;
    
    suspension or withdrawal of an approved product from the market;
    
    interruption of production;
    
    operating restrictions;
    
    untitled or warning letters;
 35




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##### Table of Contents




    
    injunctions;
    
    fines and other monetary penalties;
    
    the imposition of civil or criminal penalties; and
    
    unanticipated expenditures.
 Risks Related to our Dependence on Third Parties for Manufacturing, Research and Development, and
Distribution Activities
 We depend on single source suppliers for the production of bulk drug substance for Angiomax,
Cleviprex and our other products in development and a limited number of suppliers to carry out all
fill-finish activities
   If third parties on whom we rely to manufacture and support the development and
commercialization of our products do not fulfill their obligations, the development and
commercialization of our products may be terminated or delayed, and the costs of development and
commercialization may increase.
    36




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##### Table of Contents




    
    delay or otherwise adversely impact the manufacturing, development or commercialization
of Angiomax, Cleviprex, our products in development or any additional products that we may
acquire or develop;
    
    require us to seek a new collaborator or undertake unforeseen additional
responsibilities or devote unforeseen additional resources to the manufacturing,
development or commercialization of our products; or
    
    result in the termination of the development or commercialization of our products.
 Use of third-party manufacturers may increase the risk that we will not have appropriate
supplies of our products or our product candidates
  
    
    reliance on the third party for regulatory compliance and quality assurance;
    
    the possible breach of the manufacturing agreement by the third party; and
    
    the possible termination or nonrenewal of the agreement by the third party, based on its
own business priorities, at a time that is costly or inconvenient for us.
    37




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In order to satisfy some regulatory authorities, we may need to reformulate the way in which
our oritavancin bulk drug substance is created to remove animal source product, which may delay
marketing approval of our products and increase our costs
   If we use hazardous and biological materials in a manner that causes injury or violates
applicable law, we may be liable for damages
  Risks Related to Our Intellectual Property
 If we are unable to extend the patent term of the principal U.S. patent covering Angiomax or
to maintain market exclusivity for Angiomax in the United States through the enforcement of our
other U.S. patents covering Angiomax, then Angiomax could be subject to generic competition as
early as September 2010. Generic competition for Angiomax would have an adverse effect on the our
business, financial condition and results of operations
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If we breach any of the agreements under which we license rights to products or technology
from others, we could lose license rights that are material to our business or be subject to claims
by our licensors
     If we are unable to obtain or maintain patent protection for the intellectual property
relating to our products, the value of our products will be adversely affected
  
    
    obtain and maintain U.S. and foreign patents, including defending those patents against
adverse claims;
    
    secure patent term extension for the patents covering our approved products;
    
    protect trade secrets;
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
    
    operate without infringing the proprietary rights of others; and
    
    prevent others from infringing our proprietary rights.
     We may be unable to utilize the Chemilog process if Lonza Braine breaches our agreement
  If we are not able to keep our trade secrets confidential, our technology and information may
be used by others to compete against us
  If we infringe or are alleged to infringe intellectual property rights of third parties, it
will adversely affect our business
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Risks Related to Growth and Employees
 If we fail to acquire and develop additional product candidates or approved products it will
impair our ability to grow
    
    
    manufactured or produced economically;
    
    successfully commercialized; or
    
    widely accepted in the marketplace.
  We may not be able to manage our business effectively if we are unable to attract and retain
key personnel and consultants
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Risks Related to Our Common Stock
 Fluctuations in our operating results could affect the price of our common stock
  Our stock price has been and may in the future be volatile. This volatility may make it
difficult for you to sell common stock when you want or at attractive prices
  
    
    changes in securities analysts estimates of our financial performance;
    
    changes in valuations of similar companies;
    
    variations in our operating results;
    
    acquisitions and strategic partnerships;
    
    announcements of technological innovations or new commercial products by us or our
competitors;
    
    disclosure of results of clinical testing or regulatory proceedings by us or our
competitors;
    
    the timing, amount and receipt of revenue from sales of our products and margins on
sales of our products;
    
    governmental regulation and approvals;
    
    developments in patent rights or other proprietary rights, particularly with
respect to the principal U.S. Angiomax patent;
    
    the terms of any settlement with Biogen Idec, HRI or the two law firms with respect to
the principal U.S. patent covering Angiomax and the PTOs denial of our application to
extend the term of the patent;
    
    developments or issues with our contract manufacturers;
    
    changes in our management; and
    
    general market conditions.
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Our corporate governance structure, including provisions in our certificate of incorporation
and by-laws and Delaware law, may prevent a change in control or management that security holders
may consider desirable
   
 Item 6. Exhibits
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SIGNATURES
  THE MEDICINES COMPANYDate: May 10, 2010
    By:
    /s/ Glenn P. SblendorioGlenn P. SblendorioExecutive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer) 44




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EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    Chairman and Chief Executive Officer Certification pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Chief Financial Officer Certification pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    Chairman and Chief Executive Officer Certification pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 45