10-Q
MEDICINES CO /DE filed this form 10-Q on 15 May 2002
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for the fifth (5th) year; and (iii) thereafter, the Minimum Purchase target
shall be equal to the greater of: (A) US$ [**]; or (B) [**] percent ( [**]%) of
the actual purchases of the Product by Nycomed from TMC during the immediately
preceding year.

6.2. If Nycomed does not achieve the required Minimum Purchases for any one year
period, then:

      (a)   in the first instance, Nycomed shall, at its election, within sixty
            (60) days after the end of such year, either purchase or make a cash
            payment for a sufficient amount of Product at the then-current
            Minimum Transfer Price so as to satisfy such requirement. If Nycomed
            does not make such purchases or cash payment by the end of such
            sixty (60) day period, TMC shall have the option to terminate this
            Agreement with written notice to Nycomed, effective immediately;

      (b)   in the second instance, Nycomed shall, at its election, within sixty
            (60) days after the end of such year, either purchase or make a cash
            payment for a sufficient amount of Product at the then-current
            Minimum Transfer Price so as to satisfy such requirement. If Nycomed
            does not make such purchases or cash payment by the end of such
            sixty (60) day period, TMC shall have the option to terminate this
            Agreement with written notice to Nycomed, effective immediately; and

      (c)   in the third instance, Nycomed shall within sixty (60) days after
            the end of such year, purchase a sufficient amount of Product at the
            then-current Minimum Transfer Price so as to satisfy such
            requirement. If Nycomed does not make such purchases by the end of
            such sixty (60) day period, TMC shall have the option to terminate
            this Agreement with written notice to Nycomed, effective
            immediately. If Nycomed make such purchases by the end of such sixty
            (60) day period, TMC shall have the option to convert Nycomed's
            rights hereunder from exclusive to non-exclusive rights.

6.3 If after Nycomed's rights hereunder have been converted from exclusive to
non-exclusive rights in accordance with Section 6.2(c) above, Nycomed does not
achieve the required Minimum Purchases for any subsequent one year period, then
TMC shall have the option to terminate this Agreement with written notice to
Nycomed, effective immediately.

6.4. For the sake of clarification, Nycomed shall not be deemed to have failed
to achieve the required Minimum Purchases for any one-year period, for the
purposes of Section 6.2 above, if Firm Orders (as per Articles 7 and 8
hereunder) are sufficient for Nycomed to achieve the required Minimum Purchases
but the required Minimum Purchases are not achieved as a result of Product
supply limitations (including both non-delivery of ordered Product as well as
delivery of non-conforming Product which must be replaced). In the event that
TMC delivers less than [**]% of the volumes of the Product covered by Firm
Orders forecasted by Nycomed, then the one-year period in question shall be
measured from the date on which those Product supply limitations are resolved
and the required Minimum Purchases for such one-year period shall be


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