Exhibit 10.3


THE MEDICINES COMPANY


2000 EMPLOYEE STOCK PURCHASE PLAN1






1 The Plan is restated to reflect the amendment
to Section 12(a) approved by the board of directors on April 11, 2006
and by stockholders at the 2006 annual meeting.


The following constitute the provisions of the 2000
Employee Stock Purchase Plan of The Medicines Company.


1.             PURPOSE.
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan” under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.


2.             DEFINITIONS.


a.     “BOARD”
shall mean the Board of Directors of the Company.


b.     “CODE” shall mean the Internal Revenue Code
of 1986, as amended.


c.     “COMMON STOCK” shall mean the Common Stock
of the Company.


d      “COMPANY” shall mean The Medicines Company
and any Designated Subsidiary of the Company.


e.     “COMPENSATION” means the amount of money
reportable on an Employee’s Federal Income Tax Withholding Statement (Form W-2)
before any withholdings for health insurance or under a Section 401(k), 125,
129 or similar plan, including without limitation, salary, wages, overtime, shift
differentials, bonuses and incentive compensation, but excluding third party
sick or disability pay, allowances and reimbursements for expenses such as
relocation allowances or travel expenses, whether specifically designated as
such or designated as signing bonuses, income or gains attributable to
restricted stock, stock options, stock appreciation rights or other similar
equity based compensation, imputed income for non cash items, such as life
insurance premiums, and similar items, whether or not specifically itemized on
the Form W-2.


f.      “DESIGNATED SUBSIDIARY” shall mean any
Subsidiary which has been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.


g.     “EMPLOYEE” shall mean any individual who is
an employee of the Company for tax purposes whose customary employment with the
Company is more than five (5) months in any calendar year. For purposes of the
Plan, the employment relationship shall be treated as continuing intact while
the individual is on sick leave or other bona fide leave of absence approved by
the Company. If a sick leave or other leave of absence exceeds 90 days and the
individual’s right to reemployment is not guaranteed either by statute or by
contract, the individual’s employment relationship with the Company shall be
deemed to have terminated on the 91st day of such leave.


h.     “ENROLLMENT DATE” shall mean the first day
of each Offering Period.


i.      “EXERCISE DATE” shall mean the last
Trading Day of each Offering Period.









 



j.      “FAIR
MARKET VALUE” shall mean the value of the Common Stock on any given date of
determination, determined as follows:


(1)         If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation The Nasdaq National Market or The Nasdaq Small Cap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable; or


(2)         If the Common Stock is regularly quoted
on the over-the- counter market, its Fair Market Value shall be the mean of the
closing bid and asked price for such stock as quoted on such market on the date
of such determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable; or


(3)         In the absence of an established market
for the Common Stock, the Fair Market Value of the Common Stock shall be
determined in good faith by the Board.


k.     “OFFERING PERIODS” shall mean the periods
of approximately six (6) months during which payroll deductions will be made
and held for the purchase of Common Stock at the end of the Offering Period,
commencing on the first Trading Day on or after September 1 and March 1 of each
year and terminating on the last Trading Day in the periods ending six (6)
months later; provided, however, that the first Offering Period under the Plan
shall commence with the first Trading Day of the month first commencing after
the date on which the Common Stock is first traded on the Nasdaq National
Market (such date referred to as the “First Offering Commencement Date”); and
provided further that if the number of days between the date the Common Stock
is first traded and the First Offering Commencement Date is less than 15 days,
then the first Offering Period shall commence on the first Trading Day of the
following month. The duration and timing of Offering Periods may be changed
pursuant to Section 4 of this Plan.


l.      “PLAN” shall mean this Employee Stock
Purchase Plan.


m.    “PURCHASE PRICE” shall mean eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on the
Enrollment Date on an Offering Period or on the Exercise Date for such Offering
Period, whichever is lower.


n.     “RESERVES” shall mean the number of shares
of Common Stock covered by each outstanding option under the Plan which has not
yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but not yet placed under option.


o.     “SUBSIDIARY” shall mean a corporation,
partnership, limited liability company or similar entity, whether domestic or
foreign, of which not less than 50% of the voting interests are held by the
Company or a Subsidiary, whether or not such entity now exists or is hereafter
organized or acquired by the Company or a Subsidiary.


p.     “TRADING DAY” shall mean a day on which the
established stock exchange, the national market system or the over-the-counter
market on which the Common Stock is traded is open for trading.


3.             ELIGIBILITY.



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a.     Any
Employee who shall be employed by the Company at least seven (7) calendar days
prior to a given Enrollment Date shall be eligible to participate in the
Offering Period commencing on such Enrollment Date.


b.     Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other
person whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the Fair Market Value of a
share of Common Stock at the time such option is granted) for each calendar
year in which such option is outstanding at any time. In the event that an Employee
may not be granted an option under the Plan because of the foregoing
restrictions, the Employee shall be granted an option to purchase the maximum
number of shares that would not violate the foregoing restrictions.


4.             OFFERING
PERIODS AND PURCHASE PERIODS. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the
Offering Period to be affected thereafter.


5.             PARTICIPATION.


a.     An eligible Employee may become a
participant in the Plan by completing a subscription agreement in the form of
EXHIBIT A or such other form as the Company may deem satisfactory and filing it
with the Company’s payroll office or such other office as the Company may
direct prior to the Enrollment Date for the applicable Offering Period.


b.     Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date for the applicable Offering Period and
shall end on the last payroll in such Offering Period, unless sooner terminated
by the participant as provided in Section 9 hereof.


6.             PAYROLL
DEDUCTIONS.


a.     At the time a participant files his or her
subscription agreement, he or she shall elect to have payroll deductions made
on each payday during the Offering Period in an amount not exceeding ten
percent (10%) of the Compensation which he or she receives on each payday
during the Offering Period.


b.     All payroll deductions made for a
participant shall be credited to his or her account under the Plan and shall be
withheld in whole percentages only. A participant may not make any additional
payments into such account.


c.     A participant may discontinue his or her
participation in the Plan as provided in Section 9 hereof, or may increase or
decrease the rate of his or her payroll deductions to not more than ten percent
(10%) or less than zero percent (0%) not more than one (1) time during each
Offering Period by completing or filing with the Company a new subscription
agreement authorizing such change in payroll deduction rate. The Board may, in
its discretion, increase or decrease the number of participation rate changes
that may be made by a participant during any Offering Period. The change in
rate shall be effective with the first full payroll period following the fifth
(5th) business day after the Company’s



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receipt of the
new subscription agreement. A participant’s subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 9 hereof.


d.     At the time the option is exercised, in
whole or in part, or at the time any of the Company’s Common Stock issued under
the Plan is disposed of, the participant must make adequate provision for the
Company’s federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock.
At any time, the Company may, but shall not be obligated to, withhold from the
participant’s compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.


7.             GRANT
OF OPTION. On the Enrollment Date for each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase (at the applicable Purchase Price) up to a whole number of shares of
the Company’s Common Stock (the “Option Shares”) determined by multiplying
$2,083 by the number of full months in the Offering Period and dividing the
result by the Fair Market Value of a share of Common Stock on the Enrollment
Date (subject to any adjustment pursuant to Section 16), and provided that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12
hereof. Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 9 hereof. The option
shall expire on the last day of the Offering Period.


8.             EXERCISE
OF OPTION. Unless a participant withdraws from the Plan as provided in Section
9 hereof, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date applicable to the particular Offering
Period, and a number of full shares not exceeding the number of shares as to
which such participant’s option is exercisable on such Exercise Date shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. No fractional shares
shall be purchased. Any balance remaining in the participant’s payroll
deduction account after such Exercise Date shall be automatically refunded to
the participant, except that any balance that is less than the Purchase Price
of one share of Common Stock will be carried forward into the participant’s
payroll deduction account for the following Offering Period, unless the participant
elects not to participate in the following Offering Period under the Plan, in
which case the balance in the participant’s account shall be refunded. During a
participant’s lifetime, a participant’s option to purchase shares hereunder is
exercisable only by him or her.


9.             WITHDRAWAL.


a.     A participant may withdraw all but not less
than all the payroll deductions credited to his or her account and not yet used
to exercise his or her option under the Plan at any time by giving written
notice to the Company in the form of EXHIBIT B to this Plan; provided that no
Employee may withdraw his or her payroll deductions less than ten (10) Trading
Days prior to an Exercise Date. All of the participant’s payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant’s option for the Offering
Period shall be automatically terminated upon receipt of such notice, and no
further payroll deductions from such participant for the purchase of shares
shall be made for such Offering Period. If a participant withdraws from an
Offering Period, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.


b.     A participant’s withdrawal from an Offering
Period shall not have any effect upon his or her eligibility to participate in
any similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods.



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10.           TERMINATION
OF EMPLOYMENT. Upon a participant’s ceasing to be an Employee, for any reason,
he or she shall be deemed to have elected to withdraw from the Plan, such
participant’s option shall be automatically terminated and the accumulated
payroll deductions credited to such participant’s account during the Offering
Period but not yet used to exercise his or her option shall be returned to such
participant or, in the case of his or her death, to the executor or
administrator of the Employee’s estate or if no such executor or administrator
has been appointed to the knowledge of the Company, to such other person(s) as
the Company may, in its discretion, designate. If, prior to the last day of the
Offering Period, the Designated Subsidiary by which an Employee is employed
shall cease to be a Subsidiary of the Company, or if the Employee is
transferred to a Subsidiary of the Company that is not a Designated Subsidiary,
the Employee shall be deemed to have terminated employment for the purposes of
this Plan.


11.           INTEREST.  No interest shall accrue on the payroll
deductions of a participant in the Plan.


12.           STOCK.


a.     Subject to adjustment upon changes in
capitalization of the Company as provided in Section 16 hereof, the maximum
number of shares of the Company’s Common Stock which shall be made available
for sale under the Plan shall be 505,500 shares. If, on a given Exercise Date,
the number of shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company shall make a
pro rata allocation of the shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.


b.     The participant shall have no interest or
voting right in shares covered by his or her option until such option has been
exercised.


13.           ADMINISTRATION.
The Plan shall be administered by the Board or a committee of members of the
Board appointed by the Board. The Board or its committee shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan. Every finding, decision and determination made by the Board or
its committee shall, to the full extent permitted by law, be final and binding
upon all parties.


14.           TRANSFERABILITY.
Neither payroll deductions credited to a participant’s account nor any rights
with regard to the exercise of an option or to receive shares under the Plan
may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will or the laws of descent and distribution by the
participant). Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with
Section 9 hereof.


15.           USE
OF FUNDS. All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.


16.           ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE.


a.     CHANGES IN CAPITALIZATION. Subject to any
required action by the stockholders of the Company, the maximum number of
shares of Common Stock available for sale under the Plan, the Reserves, the
maximum number of shares each participant may purchase during each Offering
Period (pursuant to Section 7), as well as the price per share and the number
of shares of



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Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock. Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


b.     DISSOLUTION OR LIQUIDATION. In the event of
the proposed dissolution or liquidation of the Company, the Board shall shorten
any Offering Period then in progress by setting a new Exercise Date (the “NEW
EXERCISE DATE”), and such Offering Period shall terminate on the New Exercise
Date. The New Exercise Date shall be before the date of the Company’s proposed
dissolution or liquidation. The Board shall notify each participant in writing,
at least ten (10) days prior to the New Exercise Date, that the Exercise Date
for the participant’s option has been changed to the New Exercise Date and that
the participant’s option shall be exercised automatically on the New Exercise
Date, unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 9 hereof.


c.     MERGER OR ASSET SALE. If the Company shall
at any time merge or consolidate with another corporation and the holders of
the capital stock of the Company immediately prior to such merger or
consolidation continue to hold at least sixty percent (60%) by voting power of
the capital stock of the surviving corporation (“Continuity of Control”), the
holder of each option then outstanding will thereafter be entitled to receive
at the next Exercise Date upon the exercise of such option for each share as to
which such option shall be exercised the securities or property which a holder
of one share of Common Stock was entitled to upon and at the time of such
merger or consolidation, and the Board shall take such steps in connection with
such merger or consolidation as the Board shall deem necessary to assure that
the provisions of Section 16(a) shall thereafter be applicable, as nearly as
reasonably may be, in relation to the said securities or property as to which
such holder of such option might thereafter be entitled to receive thereunder.


In the event of a merger or consolidation of the
Company with or into another corporation which does not involve Continuity of
Control, or which involves a sale of all or substantially all of the assets of
the Company (an “Acquisition”), while unexercised options remain outstanding
under the Plan, all options outstanding as of the effective date of the
Acquisition shall be deemed assumed or substituted for and each holder of an
outstanding option shall be entitled, upon exercise of such option, to receive
in lieu of shares of Common Stock, shares of such stock or other securities as
the holders of shares of Common Stock received pursuant to the terms of the
Acquisition. Notwithstanding the foregoing, in the event that the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume or
substitute for the options, then the Board shall shorten any Offering Period
then in progress by setting a New Exercise Date, and such Offering Period then
in progress shall terminate on the New Exercise Date. The New Exercise Date
shall be before the effective date of the Acquisition. The Board shall notify
each participant in writing, at least ten (10) days prior to the New Exercise
Date, that the Exercise Date for the participant’s option has been changed to
the New Exercise Date and that the participant’s option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 9
hereof.


17.           AMENDMENT
OR TERMINATION.


a.     The Board of Directors of the Company may
at any time and for any reason terminate or amend the Plan. Except as provided
in Section 16 hereof, no such termination can affect options previously
granted, provided that an Offering Period may be terminated by the Board of
Directors if the



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Board determines that the termination of the
Plan is in the best interests of the Company and its stockholders, and upon
termination of the Plan all amounts in the accounts of participating employees
shall be promptly refunded. Except as provided in Section 16 hereof, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant without the consent of the participant. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other applicable law, regulation or stock exchange
rule), if applicable, the Company shall obtain stockholder approval in such a
manner and to such a degree as required.


b.     Without stockholder consent and without
regard to whether any participant rights may be considered to have been “adversely
affected,” the Board (or its committee) shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company’s processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied
toward the purchase of Common Stock for each participant properly correspond
with amounts withheld from the participant’s Compensation, and establish such
other limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.


18.           NOTICES.
All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.


19.           CONDITIONS
UPON ISSUANCE OF SHARES. Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


As a condition
to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


20.           GOVERNMENTAL
REGULATIONS. The Company’s obligation to sell and deliver Common Stock under
this Plan is subject to listing on an established stock exchange or quotation
on a national market system or an over-the-counter market (to the extent the
Common Stock is then so listed or quoted) and the approval of all governmental
authorities required in connection with the authorization, issuance or sale of
such stock.


21.           GOVERNING
LAW. The Plan shall be governed by Massachusetts law except to the extent that
such law is preempted by federal law.


22.           SOURCE
OF SHARES. Shares may be issued upon exercise of an option from authorized but
unissued Common Stock, from shares held in the treasury of the Company, or from
any other proper source.



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23.           NOTIFICATION
UPON SALE OF SHARES. Each Employee agrees, by entering the Plan, to promptly
give the Company notice of any disposition of shares purchased under the Plan
where such disposition occurs within two years after the date of grant of the
option pursuant to which such shares were purchased.


24.           EFFECTIVE
DATE. The Plan shall take effect upon the date of the Company’s initial public
offering of its equity securities registered on Form S-1 with the Securities
and Exchange Commission, subject to approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 17 hereof.



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EXHIBIT A


THE MEDICINES COMPANY


2000 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION AGREEMENT


_______ 
Original Application                    
Enrollment Date:  ____________
_______  Change in Payroll Deduction Rate
(Complete only Section 2 and date and sign).


1.             ______________________________
hereby elects to participate in The Medicines Company 2000 Employee Stock
Purchase Plan (the “EMPLOYEE STOCK PURCHASE PLAN”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.


2.             I hereby authorize payroll
deductions from each paycheck in the amount of ____% of my Compensation on each
payday (not to exceed ten percent (10%)) during the Offering Period in
accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)


3.             I understand that said payroll
deductions shall be accumulated for the purchase of shares of Common Stock at
the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an Offering Period,
any accumulated payroll deductions will be used to automatically exercise my
option.


4.             I have received a copy of the
complete Employee Stock Purchase Plan. I understand that my participation in
the Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.


5.             I understand that if I dispose of
any shares received by me pursuant to the Plan within two years after the
Enrollment Date (the first day of the Offering Period during which I purchased
such shares) or one year after the Exercise Date, I will be treated for federal
income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were purchased by me over the price which I paid
for the shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS
AFTER THE DATE OF ANY DISPOSITION OF MY SHARES AND I WILL MAKE ADEQUATE
PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY,
WHICH ARISE UPON THE DISPOSITION OF THE COMMON STOCK. The Company may, but will
not be obligated to, withhold from my compensation the amount necessary to meet
any applicable withholding obligation including any withholding necessary to
make available to the Company any tax deductions or benefits attributable to
sale or early disposition of Common Stock by me.


6.             I hereby agree to be bound by the
terms of the Employee Stock Purchase Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Employee Stock Purchase Plan.









 



 


	
  NAME: (Please Print) 

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address

  	
   

  
							



 


 


	
  Employee’s Social

  	
   

  	
   

  
	
  Security Number:

  	
   

  	
   

  
	
  Employee’s
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL
REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY
ME.


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Employee

  
	
   

  	
  (Please print)

  
	
   

  	
   

  	
   

  
	
   

  	
  Spouse’s Signature (If beneficiary

  
	
   

  	
  other than Spouse)

  



 









 



EXHIBIT B


THE MEDICINES COMPANY


2000 EMPLOYEE STOCK PURCHASE PLAN


NOTICE OF WITHDRAWAL


The undersigned
participant in the Offering Period of The Medicines Company 2000 Employee Stock
Purchase Plan which began on ________________, 2000 (the “ENROLLMENT DATE”)
hereby notifies the Company that he or she hereby withdraws from the Offering
Period. He or she hereby directs the Company to pay to the undersigned as
promptly as practicable all the payroll deductions credited to his or her
account with respect to such Offering Period. The undersigned understands and
agrees that his or her option for such Offering Period will be automatically
terminated. The undersigned understands further that no further payroll
deductions will be made for the purchase of shares in the current Offering
Period and the undersigned shall be eligible to participate in succeeding
Offering Periods.


	
   

  	
  Name and Address of
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  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: