exv10w3






Exhibit 10.3




The Medicines Company

requests that the marked portions of the agreement be granted confidential treatment under

Rule 24b-2 of the Securities Exchange Act of 1934.




AMENDMENT NO. 1 TO

AMENDED AND RESTATED DISTRIBUTION AGREEMENT




     This is Amendment No. 1 (this “Amendment”) to the Amended and Restated Distribution Agreement,
effective as of February 28, 2007, between The Medicines Company, a Delaware corporation with
offices at 8 Campus Drive, Parsippany, NJ 07054 (“TMC”), and Integrated Commercialization
Solutions, Inc., a California corporation with offices at 3101 Gaylord Parkway, Frisco, TX 75034
(the “Distributor”). This Amendment is effective as of November 7, 2007 (the “Effective Date”).



Recitals




     WHEREAS, TMC and Distributor are parties to the Amended and Restated Distribution Agreement,
effective as of February 28, 2007 (the “Agreement”), under which Distributor distributes TMC’s
product ANGIOMAX® (bivalirudin); and



     WHEREAS, the parties now desire to amend the Agreement as more fully set forth herein;



     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt of which are hereby
acknowledged, the parties agree as follows:



     1. Defined Terms. Capitalized terms that are not defined in this Amendment shall have
the meanings given to them in the Agreement.



     2. Schedule C. Schedule C to the Agreement is hereby deleted and replaced in its
entirety with the attached revised Schedule C.



     3. Schedule D. Schedule D to the Agreement is hereby deleted and replaced in its
entirety with the attached revised Schedule D.



     4. Effect of Amendment. Except as expressly provided in this Amendment, the Agreement
will continue in full force according to its terms. If there is any conflict between the Agreement
and any provision of this Amendment, this Amendment will control.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.



	 	 	 	 	 	 	 
	The Medicines Company	 	Integrated Commercialization Solutions, Inc.
	 
	 	 	 	 	 	 
	By:
	 	/s/ John Kelley	 	By:	 	/s/ David Cheetham
	Name:
	 	John Kelley	 	Name:	 	David Cheetham
	Title:
	 	President; C.O.O.	 	Title:	 	President






 









 





REVISED SCHEDULE C




Data Transfer and Reporting




Crystal Reports:




Daily Inventory Report




Daily Inventory Summary Report




Daily Sales Report




Daily Sales Summary Report




867 Collection and Report Conversion (up to 5 Wholesalers)




FTP Reports




Weekly Chargeback Reports




Daily Sales and Returns Report




Weekly Service Level Report





	 	1.	 	Orders Received
	 
	 	2.	 	Packages Shipped




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REVISED SCHEDULE D




					
	Services
	 	 
	 	Fee







	A.	 	Development Fees (previously paid)
	 
	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





	 	 	 	 	 
	 	 	Drop Ship and Direct Hospital	 	 
	Distribution Model	 	Shipment Channel	 	Wholesaler Stocking
	Percentage 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.
	 
	D.	 	Guaranteed Amount
	 
	 	 	As additional consideration for the services and obligations of Distributor under this
Agreement, TMC guarantees that in each twelve month period (or portion thereof) during the
term of this Agreement, beginning on October 1, 2007, Distributor will earn, in addition to
the Monthly Management Fee, an amount equal to the greater of (A) [**] multiplied by
Distributor’s Product sales for the applicable twelve month period (or portion thereof),
measured at then current WAC (the “Guaranteed Amount”), and (B) [**]; provided that
(i) for the sole purpose of calculating the Guaranteed Amount, WAC shall be no less than the
WAC in effect on the Effective Date, and (ii) the Incremental Margin shall not include any
margin associated with special programs or Product inventory supplied to Distributor at a
discount that is passed to the Distributor’s customers. In the event that the Incremental
Margin is less the Guaranteed Amount for the applicable twelve month period (or portion
thereof), Distributor will invoice TMC for the amount of the deficiency within 30 days
following the end of such period, and TMC shall pay the invoiced deficiency to Distributor
within 30 days after the date of the invoice. The Guaranteed Amount shall be renegotiated
on an annual basis, effective October 1, 2008.




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     Examples of calculation of the Guaranteed Amount:




          [**]




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