Exhibit 10.2
 
 AMENDED AND RESTATED DISTRIBUTION AGREEMENT
 Agreement TMC Distributor Effective Date
 Recitals
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1.0 DEFINITIONS
 1.1
    
    Applicable Law means all applicable ordinances, rules, regulations,
laws, requirements and court orders of any kind whatsoever of any United States or
state government regulatory authority as may be amended from time to time.1.2
    
    Bill-To Customer(s) means (i) under the Drop Ship Channel, the
Wholesalers, and (ii) under the Direct Channel, the Ship-To Customer.1.3
    
    Continuing Guaranty means the Continuing Guaranty and Indemnification
Agreement dated October 8, 2002, executed and delivered by TMC in favor of
Distributors parent corporation, AmerisourceBergen Corporation, a copy of which is
attached hereto as Schedule B.1.4
    
    Direct Channel shall be the method of distribution of the Product
under which the Ship-To Customer orders the product directly from the Distributor and
the Distributor ships and sells the Product to, and invoices, the Ship-To Customer
directly.1.5
    
    Distributor Indemnitees has the meaning set forth in Section 11.1.1.6
    
    Drop Ship Channel shall be the method of distribution of the Product
under which the Ship-To Customer orders the Product from a Wholesaler and the
Distributor sells the Product to, and invoices, the Wholesaler and ships the Product to
the Ship-To Customer.1.7
    
    Parties means TMC and Distributor together, and Party means either of them as
the context requires.




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1.8
    
    Product(s) has the meaning given to it in the Recitals, as more fully
set forth in the Commercial Price List attached hereto as Exhibit B, which may be
amended from time to time by TMC.1.9
    
    Records has the meaning set forth in Section 7.1.10
    
    Ship-To Customers means the hospitals or other acute care facilities
who are the end users of the Product.1.11
    
    Territory means the United States; the Commonwealth of Puerto Rico;
and the territories of Guam, American Samoa, and the Virgin Islands.1.12
    
    TMC Contracts means those contracts between TMC and certain Ship-To
Customers, group purchasing organizations that contract on behalf of their members to
purchase the Product, and TMCs government-managed pricing arrangements.1.13
    
    TMC Indemnitees has the meaning set forth in Section 10.2.1.14
    
    Wholesaler means those customers identified in Section 8 in the
Operating Guidelines attached hereto as Exhibit A, which may be amended by mutual
agreement of the Parties.
 2.0 APPOINTMENT AS AUTHORIZED DISTRIBUTOR OF RECORD
 2.1
    
    Exclusive Distributor. TMC hereby appoints Distributor, and
Distributor hereby accepts appointment, as the exclusive authorized distributor of
record for the Products in the Territory during the term of this Agreement. During the
term of this Agreement, so long as Distributor is not in default under this Agreement,
TMC shall not sell Product to any person or entity in the Territory, other than
Distributor.2.2
    
    Coordination with 3PL Agreement. The 3PL Agreement will continue in
effect following the Effective Date, subject to an amendment thereto dated as of the
Effective Date that provides for coordination with this Agreement and continued
services being provided by Distributor thereunder with respect to, among other things,
shipment of Product outside the Territory.2.3
    
    Implementation Dates. The Parties intend for Distributor to be able to
(i) accept and fulfill orders under the Direct Channel on or before the Effective Date,
and (ii) accept and fulfill orders under the Drop Ship Channel on or before March 15,
2007.2.4
    
    Development Fees and Stand-Ready Fees. Within 10 days after the
Effective Date, TMC shall pay Distributor an Expedited Development Fee of $[**] and a
Development Fee of $[**] in connection with the start-up of the distribution services
described in this Agreement. In addition, TMC shall pay Distributor a stand-ready fee
in the amount of $[**] per month (or pro-rated for any portion thereof) in the event
that TMC elects to delay the launch of the distribution models contemplated by this
Agreement past March 15, 2007. The foregoing fees shall be in addition to any other
fees set forth in this Agreement.
 3.0 DISTRIBUTION SERVICES AND OBLIGATIONS OF DISTRIBUTOR
 3.1
    
    Product Ordering. Distributor will place orders for Products with TMC
or its designee by EDI or by faxing (866) 860-3566 or such other number as TMC may
designate.
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Distributor will place such orders on Monday of each week or the following business
day if Monday is a holiday. Distributor will place orders for such quantities of
Product as are necessary to maintain an appropriate level of inventory based on
customers historical purchase volumes. Any purchase order not rejected in whole or
in part by TMC within two (2) business days after receipt will be deemed accepted.3.2
    
    Inspection, Storage, and Handling of Product.
 3.2.1
    
    Distributor shall examine Product shipments upon delivery and
shall notify TMC (a) no later than fifteen (15) days following receipt of goods
with defects reasonably discoverable upon visual inspection without unloading
individual shipping units; or (b) for defects not reasonably discoverable by
visual inspection, no later than fifteen (15) days after Distributor learns or
is notified of such defect. Along with notice of any defects, Distributor
shall furnish to TMC a description of the nature of the defect. Upon receipt
of notice of any defect, TMC, at its option, shall issue a return authorization
and replace any defective Product unit or issue Distributor a credit in the
full amount of the purchase price. Distributor will, at TMCs request and
expense, follow TMCs instructions to return to TMC or TMCs third party
disposal company any Product unit delivered to Distributor that contains a
defect. Distributor shall reasonably cooperate with TMC in investigating the
cause of any defect in a Product unit.3.2.2
    
    Distributor agrees to store the Product, at all times, in
accordance with Exhibit Aand with the storage requirements set forth in the
current approved product labeling for the Product. Distributor will store the
Product at its distributor centers located at 345 International Boulevard,
Brooks, KY 40109 and/or 5360 Capital Court, Reno, NV 89502. Distributor will
not store Product at any other facility without notifying TMC.
 3.3
    
    Product Distribution.
 3.3.1
    
    Distributor will use commercially reasonable efforts to
distribute the Product in the Territory, in accordance with the standards and
procedures set forth in Exhibit A. Such efforts will include:
 (a)
    
    providing a dedicated customer service team;(b)
    
    setting up accounts for all Bill-To Customers;(c)
    
    approving or denying business applications for
potential customers;(d)
    
    taking and processing orders on a daily basis
(Monday  Friday only);(e)
    
    validating active DEA licenses for Ship-To
Customers to whom Product is being shipped; and(f)
    
    picking, packing and arranging for delivery of
Product on the next business day for orders placed prior to
Distributors normal order cut-off time.
 3.3.2
    
    Distributor will comply with Exhibit A, Operating Guidelines,
in all material respects in its performance of the distribution services.3.3.3
    
    Distributor will sell Product to Bill-To Customers upon
approval of Distributors then-current business application.3.3.4
    
    Ship-To Customers may purchase the Product through the Direct
Channel or the Drop Ship Channel. Under the Direct Channel, the Ship-To
Customer will order
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and purchase Product directly from Distributor and will be both the Bill-To
Customer and the Ship-To Customer. Under the Drop Ship Channel, the Ship-To
Customer will order and purchase Product from a Wholesaler and the
Distributor will ship Product only to the Ship-To Customer that purchased
such Product and will sell Product to and invoice the Wholesaler Bill-To
Customer. Distributor will be responsible for ensuring that each Ship-To
Customer to whom the Product is shipped by Distributor will be, at the time
of shipment, eligible under Applicable Law to receive such shipments.3.3.5
    
    Distributor will have sole responsibility for determining the
prices at which it sells the Product to its customers; provided, however, that
such prices will not exceed Distributors wholesale acquisition cost (WAC), as
determined at the time of sale to Bill-To Customer.3.3.6
    
    In the event of a shortage of the Product, Distributor will
allocate available supplies of Product among its Ship-To Customers in a
reasonable manner in accordance with such Ship-To Customers utilization of the
Product during the preceding twelve-month period.
 3.4
    
    Distributor Personnel. Distributor will provide a dedicated team of
representatives to deal with customers. Distributor will be responsible for ensuring
that all personnel dealing with customers are properly trained to perform their duties.
TMC and Distributor will work together to develop an orientation program and training
materials for Distributor personnel to use.3.5
    
    Maintenance and Transfer of Data. Distributor will maintain current
and accurate records for the Product. Distributor will make available to TMC detailed
Product activity (inventory), Product transfer (sales/returns), order and shipment data
(Data) as described in Exhibit C. TMC will compensate Distributor according to the
fee schedule set forth in Exhibit Dfor additional Data not described in Exhibit Aor
Exhibit C. Distributor will not provide Data to any third party without TMCs prior
written approval, except that Distributor may provide Data to First DataBank, Wolters
Kluwer, IMS Health, Inc., NDCHealth Corporation or other third party data aggregators
without the approval of TMC.3.6
    
    TMC Contracts. Distributor will recognize and administer TMC
Contracts, under which TMC and certain Ship-To Customers and/or group purchasing
organizations have established prices and may purchase the Product, as well as TMCs
government-managed pricing arrangements, subject to the continued validity of TMC
Contracts in accordance with Applicable Law, including without limitation the Federal
Anti-kickback Statute, 42 U.S.§ 1320a-7b. Distributor will administer TMC Contracts
under this Agreement in accordance with the chargeback procedures set forth in Exhibits
A and E.3.7
    
    Disaster Recovery. Distributor will maintain a disaster recovery plan
for its warehouse premises, which will include, at a minimum, a back-up warehouse
facility, and plans for maintaining customer services, Product ordering, Data
maintenance and transfer, and other systems capabilities.3.8
    
    Returns.
 3.8.1 Distributor will have the right to return to TMC and receive credit for (a)
Product dated less than 6 months before, and less than 12 months after stated
expiration date, and (b) damaged or defective products, without incurring a TMC
restocking fee/charge.
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3.8.2
    
    Distributor will notify TMC of its intent to return Product in order to obtain
return authorization from TMC.3.8.3   In the event that TMC changes its return policy in a manner limiting returns,
Distributor may return Product in accordance with the terms of TMCs returns policy
in effect at the time Distributor purchased the Product.
 4.0 TMC RESPONSIBILITIES
 4.1
    
    Shipments: Title and Risk of Loss. There shall be no charge to TMC for
Distributor transferring Product from its 3PL facility to its distribution centers.
Title to and risk of loss to each order of Product shipped to Distributor hereunder
shall pass to Distributor upon receipt of Product at the distribution center.4.2
    
    Invoicing. TMC will invoice Distributor for Product on the same day
that Product orders are shipped and will use its commercially reasonable efforts to
fill Distributors Product orders within two (2) business days of order receipt.
Distributor shall be permitted to cancel any order of Product that has not been
delivered within two (2) business days of an accepted purchase order.
 5.0 PAYMENT
 5.1
    
    Payment by Distributor for Product Orders. Distributor agrees to pay
for each Product unit based on the purchase price schedule in Exhibit B, which
may be amended from time to time at TMCs sole discretion. Distributors terms of
payment shall be (a) [**]. Should
TMC discontinue the Drop Ship Channel and implement a Direct Channel model for all
customers, the [**]%/30 days terms will be discontinued to the Distributor.
Distributor shall be entitled to four (4) float days for all payments made by
electronic fund transfers to the TMC lockbox account.
 Account Name:
    
    The Medicines CompanyBank Name:
    
    JP Morgan Chase BankNew York, NY 01004Account No.:
    
    [**]FED ABA No.:
    
    [**]
 5.2
    
    Penalties. Distributor will be liable for late fees equal to 1.5% per
month (or any portion thereof) on all amounts not paid within thirty (30) days of the
date of billing, except for any portion of any bill that is the subject of any dispute
raised by Distributor in good faith. If any dispute is resolved in favor of TMC,
Distributor will pay the applicable late fee on such amount from the original due date.5.3
    
    Payment by TMC for Distribution Services. Distributor will submit on a
monthly basis an invoice for its distribution services in accordance with the fee
schedule attached as Exhibit D. This amount represents fair market value for the
services performed hereunder and was negotiated in an arms-length transaction. The
fees for distribution services may be adjusted no more than [* *]  by Distributor,
provided that such
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adjustment shall not exceed [* *] percent ([* *]%) of the distribution services fees for
the preceding [* *]. Terms of payment are net 30 days. TMC will be liable
for late fees equal to [* *] % per month (or any portion thereof) on all amounts not
paid within thirty (30) days of the date of billing, except for any portion of any
bill that is the subject of any dispute raised by TMC in good faith. If any dispute
is resolved in favor of Distributor, TMC will pay the applicable late fee on such
amount from the original due date.5.4
    
    Chargeback Reconciliation Payment. Distributor will submit chargeback
data in accordance with Exhibits A and C for reconciliation and reimbursement by TMC.
Distributor will submit invoices for chargebacks on a monthly basis, and TMC will pay
such invoices in full within thirty (30) days of the date an invoice is received. With
respect to sales of Product under TMC Contracts, Distributor shall submit invoices to
TMC, and TMC shall pay such invoices, equal to the difference between (a) the current
WAC at the time of the sale under the applicable TMC Contract, and (b) the sales price
under the applicable TMC Contract. Similarly, TMC may request Distributor, from time
to time, to issue credits related to certain patient discounts, in which case
Distributor shall submit invoices to TMC for payment of the discounted amount, and TMC
shall pay such invoices, in the same manner as invoices are submitted and paid with
respect to TMC Contracts. Terms of payment for the foregoing obligations are net 30
days. TMC will be liable for late fees equal to 1.5% per month (or any portion
thereof) on all amounts not paid within thirty (30) days of the date of billing, except
for any portion of any bill that is the subject of any dispute raised by TMC in good
faith. If any dispute is resolved in favor of Distributor, TMC will pay the applicable
late fee on such amount from the original due date.
 6.0 REGULATORY MATTERS
 6.1
    
    Food and Drug Administration Clearance. TMC represents and warrants
that during the term of this Agreement, (a) the Product has been approved by the United
States Food and Drug Administration (FDA) to be marketed in the Territory: (b) all
federal and state approvals and permits for the manufacture, importation, design,
testing, inspection, labeling, and instructions for use, sale and distribution of the
Product in the Territory have been obtained; and (c) the Product will be the subject of
a duly approved NDA or ANDA (New Drug Application or Abbreviated NDA) and may be
legally transported or sold under Applicable Law. TMC will be solely responsible for,
and shall comply with, all applicable federal and state laws governing the regulation
of the manufacture, importation, design, testing, inspection, labeling, sale, and
instructions for use of the Product in the Territory.6.2
    
    Inspections.
 6.2.1
    
    Distributor agrees to cooperate with any inspection of Product
shipments conducted by a governmental agency.6.2.2
    
    Distributor shall notify TMC promptly of any inspection by any
federal, state or local regulatory or governmental representative concerning
the Product and shall provide TMC with a summary of the results of such
inspection and such actions, if any, taken to remedy conditions cited in such
inspections.
 6.3
    
    Complaints, Adverse Reactions, Recalls.
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6.3.1
    
    Distributor will inform TMC promptly of any information
concerning complaints involving the Product or adverse drug experiences (as
defined in 21 CFR § 314.80), injury, toxicity, sensitivity reaction associated
with the clinical use of the Product by any Ship-To Customer or other third
party .6.3.2
    
    If there is a recall, withdrawal or replacement of the Product
imposed by TMC or the FDA (Recall), Distributor will stop shipping recalled
Product lots after Distributor receives written notification of such Recall.
TMC will notify Distributor of any proposed Recall as soon as possible and, in
any event, will do so within forty-eight (48) hours of initiating a Recall.
Distributor shall cooperate fully in any such Recall.6.3.3
    
    TMC will reimburse Distributor for any documented reasonable
costs or expenses that Distributor actually may incur due to a Recall. For all
Product held by Distributor, such Recall costs and expenses include TMCs
reimbursement to Distributor of its original acquisition cost or, if higher, at
the then-current purchase price in the Commercial Price List. Each Party will
use best efforts to minimize Recall costs and expenses. Distributor shall
prepare a detailed invoice of such costs or expenses, which invoice shall be
paid by TMC within thirty (30) days of its receipt of such invoice. TMC will
be liable for late fees equal to 1.5% per month (or any portion thereof) on all
amounts not paid within thirty (30) days of the date of billing, except for any
portion of any bill that is the subject of any dispute raised by TMC in good
faith. If any dispute is resolved in favor of Distributor, TMC will pay the
applicable late fee on such amount from the original due date.
 6.4
    
    Compliance with Law. Each Party shall at all times during the term of
this Agreement comply with all Applicable Laws, including, without limitation, the
Federal Anti-kickback Statute, 42 U.S.C. § 1320(a)-7b, the Federal Self-Referral Law,
42 U.S.C. § 1395nn, and the Medicare Prescription Drug, Improvement, and Modernization Act of 2003.6.5
    
    Compliance with Fee, Rebate and Discount Laws. Distributor shall
disclose all fees and/or discounts required to be disclosed under any state or federal
program that provides cost or charge based reimbursement to Distributor for the Product
provided under this Agreement as may be required by Applicable Laws. Distributor
further represents and warrants that it, and any of its affiliates who perform services
under this Agreement, are in compliance with, and during the term of this Agreement
covenants that it and its affiliates shall remain in compliance with, any federal or
state laws applicable to the fees, rebates or discounts paid by TMC pursuant to this
Agreement, including any laws requiring the proper disclosure and/or reporting of fees,
rebates or discounts.6.6
    
    [* *] The Parties agree that a modification of Exhibit
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Bunder this Section 6.6 will be commercially equivalent to Exhibit Bas of the
Effective Date of this Agreement. If the Parties are unable to agree to a
modification of the terms of Exhibit B, the Agreement will terminate pursuant to
Section 12.2.2(d).
 7.0 RECORDS AND ACCOUNTING
  8.0 CONFIDENTIALITY
 Schedule A
 9.0 GENERAL WARRANTIES
 9.1
    
    TMC. In addition to and not in lieu of the Continuing Guaranty, TMC
warrants that upon delivery to Distributor: (a) the Product will be in compliance with
Applicable Laws and all regulatory requirements of the FDA; (b) no Product will be
adulterated, misbranded or otherwise prohibited within the meaning of Sections 501 and
502 of the Food Drug and Cosmetics Act (FDCA), or within the meaning of other
Applicable Law; (c) the Product will not be merchandise which may not be introduced
into interstate commerce pursuant to the requirements of Sections 404, 505, 514, 515,
516 or 520 of the FDCA; (d) the Product will be manufactured in accordance with current
FDA Good Manufacturing Practices as required by 21 C.F.R. §§ 210 and 820; (e) the
Product will be free from material defects in materials and workmanship; and (f) the
Product will not violate or infringe upon the intellectual property rights of any third
parties.9.2
    
    Distributor. Distributor warrants that (a) it possesses and will
maintain all federal, state and territory licenses and permits necessary to its
performance of this Agreement and agrees to comply, in all material respects, with all
Applicable Laws; and (b) it has not been debarred, nor is it subject to a pending
debarment proceeding, and that it shall not use in any capacity in connection with
performance of this Agreement any person who has been debarred pursuant to section 306
of the FDCA, 21 U.S.C. § 335a, or who is subject to a pending debarment proceeding.
Distributor agrees to inform TMC promptly if Distributor or any of its employees or
agents engaged in the performance of this Agreement is debarred or is the subject of a
pending debarment proceeding. Notwithstanding anything in this Agreement to the
contrary, if Distributor fails to discover that an employee or agent used in connection
with the performance of this Agreement is the subject of a pending debarment
proceeding, despite its good faith efforts to do so, TMCs sole and exclusive remedy
will be to terminate the Agreement.
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10.0 INDEMNIFICATION
 10.1
    
    TMC. In addition to the indemnification obligations set forth in the
Continuing Guaranty, TMC will indemnify, defend, and hold harmless Distributor, its
affiliates, parents, subsidiaries, directors, officers, agents and employees
(collectively, Distributor Indemnitees) from and against, and reimburse Distributor
Indemnitees for, any and all claims, demands, actions, causes of action, losses,
judgments, damages, costs and expenses (including, but not limited to, reasonable
attorneys fees, court costs and costs of settlement) (Claims) against Distributor
Indemnitees to the extent arising out of: (a) TMCs manufacture of the Product; (b)
the death of, or bodily injury to, any person, or property damage resulting from the
use of the Product or any defect in its design, workmanship or manufacture; (c) any
recall or withdrawal of the Product, other than as a result of Distributors gross
negligence or willful misconduct; (d) TMCs violation of any Applicable Law; (e) any
breach by TMC of any of its representations, warranties, covenants or agreements in
this Agreement; or (f) any negligent act or omission of TMC. The foregoing
indemnification will not apply to the extent any Claims result from the negligence or
willful misconduct of Distributor.10.2
    
    Distributor. Distributor will indemnify, defend, and hold harmless
TMC, its affiliates, parents, subsidiaries, directors, officers, agents and employees
(collectively TMC Indemnitees) from and against, and reimburse TMC Indemnitees for,
any and all Claims against TMC Indemnitees to the extent arising out of: (a) the death
of, or bodily injury to, any person or property damage resulting from the use of a
Product that is caused by Distributors negligence or willful misconduct; (b) any
recall or withdrawal of the Product as a result of Distributors gross negligence or
willful misconduct; (c) Distributors violation of any Applicable Law; (d) any breach
by Distributor of any of its representations, warranties, covenants or agreements in
this Agreement or (e) any negligent act or omission of Distributor. The foregoing
indemnification will not apply to the extent any Claims result from the negligence or
willful misconduct of TMC.10.3
    
    Notice. Each Party agrees to notify the other Party within thirty (30)
days of receipt of any Claims made for which the other Party might be liable under
Section 10.1 or 10.2, as the case may be; provided, however, any failure to do so will
not relieve an indemnifying Party of any liability it may have to an indemnified Party
except to the extent such liability was caused by such failure. The indemnifying Party
shall have the right, but not the obligation to defend, negotiate and settle such
Claims; provided; however, that the indemnified Party shall be entitled to participate
in the defense of such matter and to employ counsel at its expense to assist therein.
The Party seeking indemnification shall provide the indemnifying Party with such
information and assistance as the indemnifying Party may reasonably request at the
expense of the indemnifying Party.10.4
    
    Settlement. Neither Party shall be responsible or bound by any
settlement of any Claim or suit made without its prior written consent;
provided, however, that the indemnified Party may not unreasonably
withhold or delay such consent. An indemnified Party may not reasonably withhold its
consent if a settlement admits no wrongdoing on its behalf and contains an absolute
waiver of liability in its favor and each Party has acted in compliance with the
requirements of Section 10.3.10.5
    
    LIMITATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER
PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN
CONNECTION WITH A BREACH OF THIS AGREEMENT, HOWEVER CAUSED.
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11.0 INSURANCE
 11.1
    
    Requirements. Distributor will maintain in effect during the term of
this Agreement a commercial general liability occurrence-based policy covering all
obligations hereunder in a minimum annual amount of [* *] dollars ($[* *] )
per occurrence, except for fire which shall only be one million dollars ($1,000,000)
per occurrence, and [* *] dollars ($[* *]) in the aggregate. TMC will
maintain in effect during the term of this Agreement insurance as set forth in the
Continuing Guaranty.11.2
    
    Evidence of Insurance. Upon either Partys request, but no more
frequently than once every twelve (12) months, the other Party shall provide
satisfactory evidence of insurance coverage satisfying the requirements of Section 11.1
above.11.3
    
    Notice of Changes. Each party will endeavor to provide the other party
with thirty (30) days advance notice of any cancellations or material changes to its
insurance coverage.
 12.0 TERM AND TERMINATION
 12.1
    
    Term. This Agreement shall commence upon the Effective Date and shall
continue for a term of three (3) years. The Agreement term will, thereafter, continue
for additional one-year periods until either Party gives notice to the other Party, at
least one hundred twenty (120) days prior to the anniversary of the Effective Date, of
its intent not to further extend the Agreement. The Agreement term may also be
extended upon the written agreement of the Parties, such extension to be negotiated in
good faith at least one hundred twenty (120) days prior to the expiration date of the
Agreement. Notwithstanding the foregoing, Sections 12.2 and 12.3 will apply during any
extension of the Agreement term.12.2
    
    Termination. The initial term of this Agreement or any renewal term
may be terminated, as to the entire Agreement or on an individual Product basis if more
than one Product is being distributed hereunder, only as follows:
 12.2.1
    
    Without Cause. This Agreement may be terminated by TMC without cause
after the twelve (12) month anniversary of the Effective Date upon prior
written notice to Distributor, provided that (i) TMC also terminates the 3PL
Agreement on the same terms and conditions, (ii) if such notice is given more
than ninety (90) days before the effective date of the termination, TMC will
pay Distributor a termination fee in the amount of $100,000, (iii) if such
notice is given less than ninety (90) days, but more than sixty (60) days,
before the effective date of the termination, TMC will pay Distributor a
termination fee in the amount of $150,000, and (iv) if such notice is given
less than sixty (60) days before the effective date of termination, TMC will
pay Distributor a termination fee in the amount of $250,000.12.2.2
    
    With Cause. This Agreement may be terminated by either Party upon
thirty (30) days prior written notice to the other Party for the following
for-cause events:
 (a)
    
    If the other Party defaults in the performance
of any of its material obligations under this Agreement and does not
cure that default within the thirty (30) day notice period;(b)
    
    If any existing federal or state law or
regulation is changed, if any new law or regulation is promulgated or
if there is made any new or changed interpretation of any law or
regulation such that the effect thereof in
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connection with this Agreement would materially affect either Partys
business, pricing policies or the manner in which it does business
(including among such effects a requirement that TMC give to others
any benefit given to Distributor under this Agreement) and the
Parties are, after good faith efforts, unable to negotiate a
modification to this Agreement that will be commercially equivalent
to the terms of this Agreement as of the Effective Date;(c)
    
    If any performance under this Agreement by the
other Party fails, after notice and a reasonable opportunity to cure,
to comply in all material respects with any Applicable Law, including
the laws governing the testing, approval, sale, storage, packaging or
distribution of the Product or the Anti-kickback Law as may be amended,
supplemented or modified; or(d)
    
    If the Parties are unable to negotiate in good
faith a modification of this Agreement resulting from the establishment
of a new best price or Average Sales Price for a Product, in
accordance with Section 6.6.
 12.3
    
    Termination upon Certain Events. The initial term of this Agreement or
any renewal term may be terminated immediately by a Party, upon written notice to the
other Party, if the other Party (a) makes a general assignment for the benefit of
creditors; (b) files a petition in bankruptcy; (c) has a receiver, custodian or trustee
appointed with respect to a substantial part of its property unless the proceeding and
the person appointed are dismissed within thirty (30) days; (d) is insolvent within the
meaning of Uniform Commercial Code Section 1-201 or fails generally to pay its debts as
they become due within the meaning of Section 303 of the Bankruptcy Code, as amended;
(e) has an order for relief entered against it in a Bankruptcy Code proceeding; (f) has
a proceeding commenced against it which will substantially impair its ability to
perform hereunder; (g) certifies in writing its inability to pay its debts as they
become due (and either Party may periodically require the other to certify its ability
to pay its debts as they become due); or (h) except as provided in Section 15,
undergoes a change of ownership or control, or is merged with or into another entity.12.4
    
    Remedies. Each of the Parties to this Agreement shall be entitled to
enforce its rights under this Agreement to recover damages and costs (including
reasonable attorneys fees) caused by any breach of any provision of this Agreement and
to exercise all other rights existing in its favor, regardless of any termination of
this Agreement by such breaching Party.
 13.0 JOINT PUBLICITY
  11




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14.0 ASSIGNMENT
  15.0 MISCELLANEOUS
 15.1
    
    Choice of Law. This Agreement shall be governed by, interpreted and
construed under the laws of the State of New York, without regard to any choice of law
principle that would dictate the application of the law of another jurisdiction.15.2
    
    Waiver. No waiver of any default hereunder by either Party or any
failure to enforce any rights hereunder shall be deemed to constitute a waiver of any
subsequent default with respect to the same or any other provision hereof. No waiver
shall be effective unless made in writing with specific reference to the relevant
provision(s) of this Agreement and signed by a duly authorized representative of the
Party granting the waiver.15.3
    
    Notice. Any notice, request or other document to be given hereunder to
a Party shall be effective when received and shall be given in writing and delivered in
person or sent by overnight courier or registered or certified mail, return receipt
requested, as follows:
 If to TMC:
    
    The Medicines Company8 Campus DriveParsippany, NJ 07054ATTN: Director of National AccountsWith a copy to:
    
    The Medicines Company8 Campus DriveParsippany, NJ 07054ATTN: General CounselIf to Distributor:
    
    Integrated Commercialization Solutions, Inc.
 12




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4006 Belt Line Road, Suite 100Addison, TX 75001ATTN: General ManagerWith a copy to:
    
    AmerisourceBergen Specialty Group4006 Belt Line Road, Suite 115Addison, TX 75001ATTN: Group Counsel
 15.4
    
    Amendment. Neither this Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified, except by an instrument in
writing signed by each Party.15.5
    
    Survival of Provisions. Sections 7, 8, 9, 10, 11, 13, and any other
provision which, by its terms or context, the Parties intended to survive, shall
survive the expiration or other termination of this Agreement.15.6
    
    Relationship of Parties. Distributors relationship with TMC hereunder
shall be that of independent contractor, and neither Party shall be considered the
agent, partner or employee of or a joint venture with the other Party, in its
performance of all duties under this Agreement.15.7
    
    Rights; Cumulative Remedies. Nothing contained in this Agreement shall
be construed as prohibiting either Party from exercising any rights that may be
available to it under law, equity or contract. Except as expressly provided in this
Agreement, and to the extent permitted by law, any remedies described in this Agreement
are cumulative and not alternative to any other remedies available at law or in equity.15.8
    
    Severability. In the event that any one or more of the provisions
contained in this Agreement are for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or provisions had never been
included. The Parties shall, in good faith, amend this Agreement to provide, to the
extent possible, each Party with the benefits provided by such invalid or unenforceable
provision.15.9
    
    Headings; Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. The Parties jointly negotiated this Agreement and,
thus, neither this Agreement nor any provision will be interpreted for or against any
Party on the basis that it or its attorney drafted the Agreement or the provision at
issue. Words, regardless of the number and gender specifically used, will be construed
to include any other number, singular or plural, and any gender specifically used, will
be construed to include any other gender, masculine, feminine, or neuter, as the
context requires. And includes or. Or is a disjunctive but not necessarily
exclusive. Including means including, but not limited to.15.10
    
    Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument.15.11
    
    Entire Agreement; No Reliance. Each of the Parties agrees and
acknowledges that this Agreement, together with all exhibits attached hereto, including
the Continuing Guaranty
 13




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(i) constitutes the entire agreement and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written,
between the Parties with respect to the subject matter of this Agreement, and (ii)
amends, restates and supersedes the Existing Agreement in its entirety ab initio,
and (iii) is not intended to confer any rights or remedies, or impose any
obligations, on any person other than the Parties hereto. Each of the Parties
expressly agrees and acknowledges that, other than those statements expressly set
forth in this Agreement, it is not relying on any statement, whether oral or
written, of any person or entity with respect to its entry into this Agreement or to
the consummation of the transactions contemplated by this Agreement. Nothing in
this Agreement shall affect the obligations of the Parties under the 3PL Agreement.15.12
    
    Coordination. In the event of any conflict between the terms of this
Agreement and any exhibit attached hereto, invoice, or any purchase order or other form
issued by either Party to the other, the terms of this Agreement shall apply.
  INTEGRATED COMMERCIALIZATION 
SOLUTIONS, INC.
    
    
    
    THE MEDICINES COMPANYBy:
    
    /s/David Cheetham
    
    
    
    By:
    
    /s/John KelleyName:

David Cheetham
    
    
    
    Name:

John KelleyTitle:
 
President

    
    
    
    Title:
    
 President and C.O.O.
  Schedule A
    
    Mutual Non-Disclosure AgreementSchedule B
    
    Copy of Continuing Guaranty and Indemnification AgreementExhibit A
    
    Operating GuidelinesExhibit B
    
    Commercial Price ListExhibit C
    
    Data Transfer and ReportingExhibit D
    
    Fee ScheduleExhibit E
    
    Chargeback Procedures
 14




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SCHEDULE A
Mutual Non-Disclosure Agreement
 Definition of Confidential Information.
 Exclusions from Confidential Information.
      Limitations on Disclosure and Use.
 Ownership.
 15




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Return or Destruction of Confidential Information.
 Equitable Relief.
 Disclosures Required by Law.
 16




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SCHEDULE B
 [Copy of Executed Continuing Guaranty]
 17




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EXHIBIT A
 Operating Guidelines
   1.0
    
    WAREHOUSING1.1
    
    Distributor will maintain its warehouse facility in accordance with and will comply with all
federal, state and local laws, rules and regulations.1.2
    
    Distributor will maintain SOPs appropriate for a pharmaceutical distribution center operating
environment.1.3
    
    Distributor will comply with all storage, handling and shipping conditions designated by TMC
for the Product.1.4
    
    The Product will be stored by Distributor in a temperature-controlled environment in
conjunction with defined Product label requirements. TMC will ensure that the storage
requirements are identified on the package label. TMC will ensure that the storage
requirements, lot number and expiry date will be in human readable format and the Product NDC
number will be in an acceptable barcode format on the unit carton. Product will be stored in
areas designed to be continuously monitored and will be periodically validated for the
temperature range specified for the Product. Distributor will maintain continuous warehouse
environmental monitoring. Distributor will provide such records to TMC upon written request.1.5
    
    Product will be stored in an area with secured access, accessible only to authorized
Distributor personnel.
 2.0
    
    RECEIVING
 2.1
    
    TMC will arrange transportation services to transfer the Product to Distributor. TMC will
notify Distributor of the specific delivery schedule.2.2
    
    Each individual unit of TMCs Product will be labeled with a barcode representing the
Products NDC number, lot number, and expiration date. This information will also be in human
readable format.2.3
    
    TMC will ship in increments of one shipper (30 boxes of 10 vials each, or 300 vials)2.4
    
    Shipping terms from TMC to Distributor will be FOB Destination. Distributors signature on
the carriers bill of lading is an acknowledgment only of Distributors receipt of Product and
transfer of ownership.2.5
    
    Distributor will receive each shipment into a secure receiving area and perform all
requirements as detailed in Distributors receiving SOP.2.6
    
    Distributor will count and inspect the exterior packaging of the Product.2.7
    
    Distributor will move Product from the receiving area to storage following Distributor SOPs.3.0
    
    INVENTORY
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3.1
    
    Inventory will be received, tracked and controlled on Distributors warehouse management
system by item number, lot number, expiration date, and quantity of individual units. An
individual unit consists of 10 vials of Product.3.2
    
    Distributor will use its commercially reasonable efforts to maintain accurate and timely
inventory records. Inventory data will be made available to TMC as described in Exhibit C of
the Agreement.3.3
    
    TMC or its designee may conduct a complete physical inventory once per calendar year, upon
reasonable notice.3.4
    
    Distributor will receive returned Product according to Distributors SOP and TMCs Returned
Goods Policy.4.0
    
    PRODUCT DISTRIBUTION4.1
    
    Orders will only be shipped from the Distributor to Ship-To Customers.4.2
    
    Orders approved and available for processing (pick & pack) by 6:00 p.m. Central Time Monday
through Friday will be shipped to the Ship-to Customer via standard overnight delivery
service. Orders processed on Fridays will be shipped on Sunday for delivery on Monday.
Standard delivery is typically made by 10:30 a.m. The foregoing schedule does not apply to
the following holidays: Christmas Day, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and the day after Thanksgiving. Distributor shall make commercially
reasonable provisions for emergency and weekend orders. Additional shipping and handling
costs for such orders shall be billed to the Bill-To Customer.4.3
    
    Distributor will use commercially reasonable efforts to comply with First-to-Expire,
First-Out (FEFO) inventory allocation.4.4
    
    Distributor will perform quality verification on all TMC shipments by an individual other
than the employee who picked the order. Distributor will use best efforts to pick, check,
pack and ship accurately all customer orders.4.5
    
    Distributor will manage shipping supplies, including supplier selection, stock replenishment,
inventory record keeping and storage.5.0
    
    TRANSPORTATION5.1
    
    Distributor will be responsible for selecting a common carrier(s) to deliver product to
Ship-To Customers the next day.5.2
    
    No Product will be delivered outside the Territory.5.3
    
    There will be no additional shipping surcharges applied to any shipments delivered within the
Territory.5.4
    
    Distributor, at the request of the TMC, will provide proof of delivery for specific Ship-To
Customer shipments up to six months after time of delivery. Signature should be required at
time of product delivery to Ship-To Customers on all shipments.6.0
    
    CUSTOMER SERVICE6.1
    
    Distributor will provide a dedicated inbound phone line (or lines) for Distributors
customers to phone in purchase orders, for inquiries, and for general information.6.2
    
    Distributor will establish and maintain a dedicated webpage for customers to place orders,
submit inquiries and obtain general information.6.3
    
    Distributor will staff the inbound phone line from 7:30 a.m.  7:00 p.m. Central Time, Monday
through Friday, except for the following holidays: Christmas Day, New Years Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving.6.4
    
    Distributor will train Distributors customer service representative(s) and backup
representative(s), and will document the date and nature of such training. TMC will provide
 19




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company and Product specific information for training of the customer service representatives
assigned to TMC. TMC will have the right to review all training materials provided to
customer service representatives.6.5
    
    Distributor will be responsible for initial set up and on-going maintenance of customer
master files, including bill-to files for Bill-To Customers and ship-to files for Ship-To
Customers.6.6
    
    Distributor will accept customer orders by phone, electronic data interchange (EDI), mail,
fax, or internet. Distributor will maintain records of all customer orders.6.7
    
    Distributor will use commercially reasonable efforts to answer inbound phone calls within the
first thirty (30) seconds.6.8
    
    As a backup to the customer service representatives, a voice mail system will be maintained
to collect messages from customers.6.9
    
    Distributors customer service representatives will re-route all misdirected calls to the
appropriate vendors designated by TMC.
 7.0
    
    ORDER ENTRY7.1
    
    The minimum order quantity will be 1 pack.7.2
    
    Distributor will use commercially reasonable efforts to enter orders accurately.8.0
    
    CUSTOMER LIST AND APPROVAL
 8.1
    
    Distributor will require all customers to complete and submit its then-current Business
Application. Distributor will refuse to fill orders of Product until the customers Business
Application has been approved by Distributor.8.2
    
    The initial Bill-To Customer list consists of the following:
 Wholesalers
    
    Ship-to Customers[* *]
    
    [* *]
 8.3
    
    As stated in the Section 3.3.1 of the Agreement, Distributor is responsible for accounts
receivable management for the Bill-To Customers.8.4
    
    TMC National Accounts will work with Bill-To Customers in good faith to assist the
Distributor in collecting late payments due to the Distributor and assist in resolving any
other outstanding ordering, invoicing, or related disputes.9.0
    
    RECOGNITION OF TMC CONTRACTS9.1
    
    Any Ship-To Customer having a TMC Contract may request purchase of products from a Wholesaler
or Distributor at the prices established under the TMC Contract.9.2
    
    TMC will provide a list of customers eligible under TMC Contracts to Distributor quarterly,
with periodic updates as required; Distributor will be responsible for informing Wholesalers
of such TMC Contracts.9.3
    
    Distributor will require Wholesalers to continue to recognize and administer TMC Contracts,
provided that they remain valid and enforceable under Applicable Law.
 20




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9.4
    
    TMC will promptly inform Distributor of changes to TMC Contracts so that Distributor may
inform Wholesalers. Such changes will be retroactive to the date agreed upon by TMC and the
Ship-To Customer. Upon 20 days prior written notification by TMC that a TMC Contract has been
terminated, Distributor will require Wholesalers to promptly cease selling Product to that
Ship-To Customer under the terms of that TMC Contract.10.0
    
    PRODUCT COMPLAINTS
  11.0
    
    CHARGEBACKS11.1
    
    TMC may enter into prime vendor arrangements for select contract or government mandated
pricing arrangements.11.2
    
    Distributor, on behalf of TMC, will process chargebacks with reconciliation of chargeback
discrepancies within five (5) working days. Distributors chargeback SOPs will define the
parameters available to Distributor to resolve discrepancies between TMCs contract terms and
conditions and the chargeback submitted by the customer.11.3
    
    All chargebacks will be processed according to the chargeback policy for TMC as stated in
Exhibit E to the Agreement.11.4
    
    All validated chargeback submissions will be settled via credit invoice to the appropriate
Bill-To Customer. TMC will not make advance payments or authorize advance deductions of
chargebacks.11.5
    
    TMC will reconcile and make payment to Distributor for chargebacks credited to Bill-To
Customers on a monthly basis.11.6
    
    Distributor will make best efforts to process chargebacks within three (3) business days for
electronic chargebacks and within five (5) business days for hard copy chargebacks.11.7
    
    Distributor will provide the necessary reports to ensure TMC can comply with the reporting
requirements of Medicaid (OBRA), Veterans HealthCare Act, PHS Covered Entities, and state
rebate programs.11.8
    
    TMC will provide a list of customers eligible under TMC contracts to Distributor quarterly
with periodic updates as required. All notifications will be provided to Distributor by TMC
in writing 5 business days in advance of contract effective date.
 21




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EXHIBIT B
 Commercial Price List
 Product Name:
    
    ANGIOMAX® (bivalirudin) for InjectionNDC#
    
    65293-001-01Drug Type:
    
    RXPackage Size:
    
    Carton (10 single use vials)Dosage Form:
    
    250mg vialCurrent WAC Price*:
    
    $[**] per Carton, (*which may change from time to time)
 22




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EXHIBIT C
 Data Transfer and Reporting
 Crystal Reports
     FTP Reports
   Other
  1.
    
    Orders Received2.
    
    Packages Shipped
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EXHIBIT D
Fee Schedule
 Services
    
    Fee
 A.
    
    Development Fees(provided in Section 2.4)
 
    
    Development Fee (one time)
    
    $[**]
    
    Expedited Development Fee (one time)
    
    $[**]
 B.
    
    Customer Service and Distribution
 Monthly Management Fee
    
    Percentage of WAC(see chart below)
 
    
    Warehousing Management and Inventory Administration
    
    Customer Service / Order Entry
    
    Distribution Services
    
    Invoicing and Accounts Receivable Management
    
    Direct Account Set Up
    
    Information Technology
 Distribution Model
    
    Drop Ship Channel
only
    
    Drop Ship Channel
Plus One
Wholesalers
Customers Moved to
Direct Channel
    
    Drop Ship Channel
Plus Two or More
Wholesalers
Customers Moved to
Direct ChannelPercentage of WAC
Applied to Gross
Sales
    
    [**]%
    
    [**]%
    
    [**]%
 
 **   Direct to Hospital Fee
    
    $[**]/shipment additional fee
 C.
    
    Contract Pricing(provided in Section 5.4)TMC will reimburse Distributor monthly for any contract sales administered as a direct price
(anything less than current WAC of the product) at time of sale. Reimbursement amount to
Distributor is current WAC at time of contract sale minus contract price.Any direct pricing will be provided by TMC to Distributor.
 LEGEND:
  
 
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EXHIBIT E
Chargeback Procedures
  a)
    
    Chargeback claims will be submitted to Distributor through EDI transactions and/or manually
after sale to the Customer. Bill-To Customers will submit proof of sales to Customers with
the chargeback claims, including the ship-to location name and address, number of units, NDC
number, and WAC.b)
    
    Bill-To Customers product purchase price will be deemed to be WAC for purposes of
calculating chargeback claims. The chargeback amount will be the difference between WAC and
the contract price offered by TMC to the Customer.c)
    
    Chargeback claims that are determined by Distributor to be invalid will be denied.d)
    
    If a chargeback claim is denied for insufficient information, Distributor will allow Bill-To
Customers to resubmit the claim with complete information. In addition, if new information
surfaces that requires corrections and adjustments to sales reports, Distributor will allow
claims to be reopened and resubmitted.e)
    
    Chargeback reconciliation issues will be promptly resolved, with each Party responding to the
other within thirty (30) days following receipt of supporting documentation. If a chargeback
dispute arises between Distributor and a Bill-To Customer, Distributor will notify TMC
promptly upon identifying the problem so that TMC may intervene. If TMC is unable to resolve
the dispute within seven (7) business days of notification, Distributor will have no further
obligation to sell to such Bill-To Customer.f)
    
    If a Customer returns a product that was subject to a chargeback claim, Distributor will
report such return to TMC and reverse the chargeback claim by adjusting any credit memo(s)
issued to Bill-To Customer.g)
    
    TMC will promptly reimburse Distributor for any amounts deducted by Bill-To Customers from
amounts owed by them to Distributor relating to Product such Bill-To Customers purchased from
TMC; provided, however, nothing in this Section shall affect TMCs and the Distributors
rights and obligations under the 3PL Agreement
 25