10-Q
MEDICINES CO /DE filed this form 10-Q on 15 May 2002
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      14. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any entity with which or into which the Company may be merged or which
may succeed to its assets or business, provided, however, that the obligations
of the Employee are personal and shall not be assigned by him.

      15. Miscellaneous.

            15.1 No Waiver. No delay or omission by the Company in exercising
any right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or waiver of
any right on any other occasion.

            15.2 Captions. The captions of the sections of this Agreement are
for convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.

            15.3 Enforceability. In case any provision of this Agreement shall
be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.

                                          THE MEDICINES COMPANY

                                          By: /s/ Clive A. Meanwell
                                             -----------------------------------

                                          Title: Chairman
                                                 -------------------------------


                                          EMPLOYEE

                                            /s/ Peyton J. Marshall
                                          --------------------------------------
                                          Peyton J. Marshall


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