10-Q
MEDICINES CO /DE filed this form 10-Q on 9 Nov 2017
Exhibit - velhartice.info

Exhibit 10.1
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Double asterisks denote omissions.

AMENDMENT NO. 2 TO THE SUPPLY AND DISTRIBUTION AGREEMENT
This Amendment No. 2 (this “Amendment”) to the Agreement (defined below) is entered into by and between The Medicines Company, a company with its principal offices located at 8 Sylvan Way, Parsippany, NJ 07054 (“Innovator”), and Sandoz Inc., a Colorado corporation with a corporate address at 100 College Road West, Princeton, NJ 08540 (“Sandoz”), and shall be effective as of the Amendment Effective Date (defined below). Innovator and Sandoz may hereafter be referred to collectively as the “Parties” and individually as a “Party”.
WHEREAS, the Parties entered into that certain Supply and Distribution Agreement, dated as of July 2, 2015, as amended by Amendment No. 1 to the Supply and Distribution Agreement, dated as of July 16, 2015 (the “Agreement”); and
WHEREAS, the Parties now desire to amend various provisions of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the Parties hereto agree as follows:
1.
Defined Terms. Any capitalized terms used herein that are not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
2.
Amendment Effective Date. The “Amendment Effective Date” means July 1, 2017.
3.
Schedule A (“Angiomax®”). Schedule A is hereby amended as follows:
a.
Subsection (c) under “Net Profit split” is hereby deleted and replaced with the following:
“(c) [**] percent ([**]%) of the Net Profit if more than two but less than five generic versions of the Innovator Branded Product (including the Product) are offered for sale in the Territory; or”
b.
In addition, the following are hereby added as new subsections (d) and (e) under “Net Profit split”:
“(d)    [**] percent ([**]%) of the Net Profit if five or more but less than eight generic versions of the Innovator Branded Product (including the Product) are offered for sale in the Territory; or
(e)    [**] percent ([**]%) of the Net Profit if eight or more generic versions of the Innovator Branded Product (including the Product) are offered for sale in the Territory.”


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