10-Q
MEDICINES CO /DE filed this form 10-Q on 15 May 2002
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27. SEVERABILITY

      The intention of the Parties is to comply fully with all laws and public
policies, and this Agreement shall be construed consistently with all laws and
public policies to the extent possible. If and to the extent that any
arbitration panel or any court of competent jurisdiction determines that it is
impossible to construe any provision of this Agreement consistently with any law
or public policy and consequently holds that provision to be invalid,
inoperative, unenforceable, or to render other, material, provisions of this
agreement invalid, inoperative or unenforceable, such provision shall be set
aside, without, however, in any way affecting the validity of the other
provisions of this Agreement, which shall remain in full force and effect.

28. FORCE MAJEURE

      A Party shall be excused from performing its obligations under this
Agreement (other than payment obligations) if its performance is prevented by
any cause beyond its control, including but not limited to, Acts of God, fire,
explosion, weather, war, insurrection, riots, or government action. Performances
shall be excused only to the extent of and during the reasonable continuance of
such disability. All obligations of both Parties shall return to being in full
force and effect upon the termination of such cause.

29. COMPLETE AGREEMENT

      This Agreement contains the entire agreement between the Parties and
supersedes all prior or contemporaneous discussion, negotiations,
representations, warranties, or agreements relating to the subject matter of
this Agreement. No changes to this Agreement will be made or be binding on
either Party unless made in writing and signed by each Party.

30. ASSIGNMENT

      Nycomed shall not assign, transfer or otherwise dispose of this Agreement
in whole or in part to any third party without the prior written consent of TMC;
provided, however, that such consent shall not be required with respect to
assignments, transfers or other dispositions by Nycomed to (i) an Affiliate of
Nycomed; or (ii) an acquiror of all or substantially all of the capital stock or
assets of Nycomed related to the Product, through purchase, merger,
consolidation, or otherwise, unless such acquiror is a competitor of TMC, in
which case TMC's consent shall still be required. TMC shall not assign, transfer
or otherwise dispose of this Agreement in whole or in part to any third party
without the prior written consent of Nycomed; provided, however, that such
consent shall not be required with respect to assignments, transfers or other
dispositions by TMC to (i) an Affiliate of TMC; or (ii) an acquiror of all or
substantially all of the capital stock or assets of TMC related to the Product,
through purchase, merger, consolidation, or otherwise. This Agreement shall
inure to the benefit of the permitted successors and assigns of each Party.


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