AND ASSIGNS,
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS
AGREEMENT.
(E)
NOTICE. ALL NOTICES REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY, FACSIMILE DELIVERY
OR DELIVERY BY OVERNIGHT COURIER, ADDRESSED TO THE OTHER PARTY HERETO AT THE
ADDRESS SHOWN BENEATH HIS OR ITS RESPECTIVE SIGNATURE TO THIS AGREEMENT, OR AT
SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY SHALL DESIGNATE TO THE OTHER IN
ACCORDANCE WITH THIS SECTION 8 (E).
(F)
PRONOUNS. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN
THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER
FORMS, AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND
VICE VERSA.
(G)
ENTIRE AGREEMENT. THIS AGREEMENT AND THE PLAN CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
(H)
AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE PARTICIPANT.
(I)
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ANY APPLICABLE CONFLICTS OF LAWS.
(J)
PARTICIPANT'S ACKNOWLEDGMENTS. THE PARTICIPANT ACKNOWLEDGES THAT
HE OR SHE: (I) HAS READ THIS AGREEMENT; (II) HAS BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THE PARTICIPANT'S OWN CHOICE OR HAS VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL;
(III) UNDERSTANDS THE TERMS AND CONSEQUENCES OF THIS AGREEMENT; (IV) IS FULLY
AWARE OF THE LEGAL AND BINDING EFFECT OF THIS AGREEMENT; AND (V) UNDERSTANDS
THAT THE LAW FIRM OF WILMERHALE, IS ACTING AS COUNSEL TO THE COMPANY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, AND IS NOT
ACTING AS COUNSEL FOR THE PARTICIPANT.
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE MEDICINES COMPANY
By:
Name:
Title:
PARTICIPANT
Address:
5
Exhibit A
THE MEDICINES COMPANY
Joint Escrow Instructions
, 2006
Paul M. Antinori
Secretary
The Medicines Company
8 Campus Drive
Parsippany, New Jersey 07054
Dear Sir:
As Escrow Agent for The Medicines Company, a Delaware corporation, and its
successors in interest (the "Company"), and
(the
"Holder"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of the Restricted Stock Agreement of even
date herewith (the "Agreement") in accordance with the following instructions:
1.
APPOINTMENT. HOLDER IRREVOCABLY
AUTHORIZES THE COMPANY TO DEPOSIT WITH YOU ANY CERTIFICATES EVIDENCING SHARES
(AS DEFINED IN THE AGREEMENT) TO BE HELD BY YOU HEREUNDER AND ANY ADDITIONS AND
SUBSTITUTIONS TO SAID SHARES. FOR PURPOSES OF THESE JOINT ESCROW INSTRUCTIONS,
"SHARES" SHALL BE DEEMED TO INCLUDE ANY ADDITIONAL OR SUBSTITUTE PROPERTY.
HOLDER DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT YOU AS HIS
ATTORNEY-IN-FACT AND AGENT FOR THE TERM OF THIS ESCROW TO EXECUTE WITH RESPECT
TO SUCH SHARES ALL DOCUMENTS NECESSARY OR APPROPRIATE TO MAKE SUCH SHARES