SC 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYV4jFSPTe9OmNAppTYoAmT/6yFXX/18zQaB8j+/WaxOgagwhPgkw1lJO9Z6TzZ6 LSqCHweohpIH0m/npUGGXA== 0000950123-09-000991.txt : 20090122 0000950123-09-000991.hdr.sgml : 20090122 20090122164914 ACCESSION NUMBER: 0000950123-09-000991 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 GROUP MEMBERS: BOXFORD SUBSIDIARY CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-656-1616 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Targanta Therapeutics Corp. CENTRAL INDEX KEY: 0001398161 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203971077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83189 FILM NUMBER: 09539629 BUSINESS ADDRESS: STREET 1: 222 THIRD AVENUE STREET 2: SUITE 2300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 557-9020 MAIL ADDRESS: STREET 1: 222 THIRD AVENUE STREET 2: SUITE 2300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13D 1 y74141sc13d.htm SCHEDULE 13D SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

TARGANTA THERAPEUTICS CORPORATION

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

87612C100

(CUSIP Number)

Paul M.Antinori
General Counsel & Senior Vice President
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(978) 290-6000

with copies to:

David E. Redlick
Hal J. Leibowitz
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 12, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP No.		87612C100	13 D	Page		2		of		12 Pages

NAME OF REPORTING PERSON

The Medicines Company

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,622,942

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,622,942*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* An aggregate of 7,622,942 shares of Targanta Therapeutics Corporation ( “Issuer”) common stock are subject to Stockholder Agreements dated January 12, 2009 (the “Stockholder Agreements”) entered into between The Medicines Company (“MDCO”) and each of the stockholders of Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). MDCO expressly disclaims beneficial ownership of any such shares of Issuer common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed as an admission that MDCO is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as of January 12, 2009 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuer’s common stock covered by the Stockholder Agreements represents approximately 36.3% of Issuer’s outstanding common stock.


CUSIP No.		87612C100	13 D	Page		3		of		12 Pages

NAME OF REPORTING PERSON

Boxford Subsidiary Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,622,942

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,622,942*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* An aggregate of 7,622,942 shares of Targanta Therapeutics Corporation (“Issuer”) common stock are subject to Stockholder Agreements dated January 12, 2009 (the “Stockholder Agreements”) entered into between The Medicines Company (“MDCO”) and each of the stockholders of Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). Boxford Subsidiary Corporation (“Purchaser”) is a wholly owned subsidiary of MDCO. Purchaser expressly disclaims beneficial ownership of any such shares of Issuer common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed as an admission that Purchaser is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as of January 12, 2009 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuer’s common stock covered by the
Stockholder Agreements represents approximately 36.3% of Issuer’s outstanding common stock.



Page 4 of 12 Pages		Schedule 13D

This Schedule 13D (this “Statement”) is being filed with the Securities and Exchange Commission by The Medicines Company, a Delaware corporation (“MDCO”), and Boxford Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of MDCO (“Purchaser”), in connection with those certain Stockholder Agreements (the “Stockholder Agreements”), each dated as of January 12, 2009, by and among MDCO and each of Caduceus Private Investments III LP, OrbiMed Associates III, LP, Radius Venture Partners II, LP, Radius Venture Partners III QP, LP, Radius Venture Partners III, LP, Radius Venture Partners III (OH), LP, Seaflower Health Ventures III, L.P., Seaflower Health Ventures III Companion Fund, L.P., J&L Sherblom Family LLC, Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Skyline Venture Partners Qualified Purchaser Fund III, L.P., Skyline Venture Partners III, L.P., VenGrowth Advanced Life Sciences Fund Inc. and VenGrowth III Investment Fund Inc. (each a “Stockholder” and collectively, the “Stockholders”). The Stockholder Agreements were entered into in connection with the signing of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 12, 2009, by and among MDCO, Purchaser and Targanta Therapeutics Corporation, a Delaware corporation (“Issuer”). The Merger Agreement provides for, subject to the satisfaction or waiver of the conditions set forth therein, MDCO’s acquisition of Issuer pursuant to (i) a tender offer (the “Offer”) by Purchaser for all of Issuer’s issued and outstanding shares of common stock, $0.0001 par value per share (“Common Stock”), for consideration of (a) $2.00 per share net in cash to the seller thereof and (b) a contractual right (a “CPR”) to receive up to $4.55 per share in contingent cash payments upon achievement of specified regulatory and commercial milestones within agreed-upon time periods, followed by (ii) the merger of Purchaser with and into Issuer with Issuer as the surviving corporation (the “Merger”). The closing cash payment and any amount paid with respect to the CPRs will be subject to any required holding of taxes, and no interest will be paid thereon.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EX-99.2: FORM OF STOCKHOLDER AGREEMENT
EX-99.3: JOINT FILING AGREEMENT

Item 1. Security and Issuer.

This Statement relates to shares of Common Stock. The principal executive office of Issuer is located at 222 Third Street, Suite 2300, Cambridge, Massachusetts 02142.

Item 2. Identity and Background.

This Statement is being filed by MDCO and Purchaser, both Delaware corporations. The address of the principal business and the principal offices of each of MDCO and Purchaser is 8 Sylvan Way, Parsippany, New Jersey 07054. MDCO is a biopharmaceuticals company focused on advancing the treatment of critical care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. Purchaser was formed for the purpose of effecting the Offer and the Merger and has not engaged in any activities other than those incident to its formation and such transactions.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MDCO and Purchaser are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, neither MDCO nor Purchaser, nor, to the knowledge of MDCO and Purchaser, any of the persons listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

As inducement for MDCO to enter into the Merger Agreement, each Stockholder entered into a Stockholder Agreement. Pursuant to the Stockholder Agreements, the Stockholders granted MDCO an irrevocable proxy to vote their Shares (i) in favor of the adoption of the Merger Agreement and the approval of the Merger, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Offer or the Merger, (iii) against any acquisition proposal (other than the Offer or the Merger) and (iv) against any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Issuer under the Merger Agreement or of a Stockholder under a Stockholder Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Offer or the Merger. MDCO did not pay any consideration to the Stockholders in connection with the execution of the Stockholder Agreements.

MDCO estimates that the total amount of funds and other consideration required to purchase all outstanding shares of Common Stock pursuant to the Offer and to complete the Merger will be approximately $138 million, plus fees and expenses, which includes approximately $42 million in initial consideration in respect of the Shares and up to approximately $96 million in CPRs in respect of the Shares. Purchaser, through MDCO, will have sufficient funds and



Page 5 of 12 Pages		Schedule 13D

financial resources available to pay the closing consideration to each Issuer stockholder who validly tenders his or her shares of Common Stock in the Offer and to acquire all of the outstanding shares of Common Stock pursuant to the Merger.

Schedule B hereto sets forth, to the knowledge of MDCO and Purchaser, the number of shares of Common Stock beneficially owned (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by each Stockholder.

Item 4. Purpose of Transaction.

On January 12, 2009, MDCO, Purchaser and Issuer entered into the Merger Agreement, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth therein, MDCO will acquire Issuer via the Offer and the subsequent Merger. Upon consummation of the Offer, Issuer will become a majority owned subsidiary of Purchaser, and a majority owned indirect subsidiary of MDCO. Upon consummation of the Merger, Issuer will become a wholly-owned subsidiary of MDCO. The primary intent of MDCO and Purchaser is to complete the Offer and the Merger so that MDCO acquires control of Issuer.

In the Offer, Purchaser is offering to purchase all the outstanding shares of Common Stock for consideration of (a) $2.00 per share net in cash to the seller thereof and (b) one CPR to each seller of shares in the Offer (the “Offer Price”). The Offer Price will be subject to any required withholding of taxes, and no interest will be paid thereon. The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of shares of Common Stock that represents at least a majority of the outstanding shares of Common Stock on a fully diluted basis (the “Minimum Condition”). The Minimum Condition may not be waived without Issuer’s written consent.

The Merger Agreement provides that, promptly after Purchaser first accepts for payment any shares of Common Stock tendered and not withdrawn pursuant to the Offer, and from time to time thereafter, Purchaser is entitled to elect or designate such number of members of Issuer’s board of directors, rounded up to the next whole number, as is equal to the product of:

	•		the total number of directors on Issuer’s board of directors (after giving effect to the directors elected or designated by Purchaser) multiplied by

	•		the percentage that the aggregate number of shares of Common Stock beneficially owned by MDCO or Purchaser bears to the total number of shares of Common Stock then outstanding, provided that in no event shall Purchaser’s designees constitute less than a majority of Issuer’s board.

Pursuant to the terms of the Merger Agreement, Issuer has granted Purchaser an irrevocable option to purchase, at a per share price equal to the Offer Price, that number of shares of Common Stock that is equal to one share of Common Stock more than the number of shares of Common Stock needed to give Purchaser ownership of 90% of the outstanding shares of Common Stock on a fully diluted basis. This “top-up option” is exercisable only if, among other things, the Minimum Condition is satisfied. Under the Delaware General Corporation Law (the “DGCL”), if, as a result of the Offer or otherwise, Purchaser acquires at least 90% of the outstanding shares of Common Stock, MDCO and Purchaser could effect the Merger without prior notice to, or any action by, any other stockholder of Issuer.

Upon consummation of the Merger, each outstanding share of Common Stock (other than (i) any shares of Common Stock owned by MDCO, Purchaser or Issuer or any direct or indirect wholly owned subsidiary of MDCO, Purchaser or Issuer, or (ii) any shares of Common Stock that are held by any stockholder who is entitled to demand and properly demands appraisal pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL) will be converted into the right to receive the Offer Price.

Upon consummation of the Merger, the (i) directors of Purchaser will be appointed as the directors of Issuer, (ii) certificate of incorporation of Issuer will be amended and restated in the form attached to the Merger Agreement and (iii) the bylaws of Issuer will be the bylaws of Purchaser immediately prior to the consummation of the Merger.

Following the Merger, the shares of Common Stock will no longer be traded on the Nasdaq Global Market, there will be no public market for such shares, and registration of such shares under the Exchange Act will be terminated.

As an inducement to enter into the Merger Agreement, and in consideration thereof, each Stockholder, solely in such Stockholder’s capacity as a stockholder of Issuer, entered into a Stockholder Agreement with MDCO.



Page 6 of 12 Pages		Schedule 13D

Pursuant to the Stockholder Agreements, each Stockholder has agreed to tender and sell to Purchaser all of such Stockholder’s shares of Common Stock pursuant to the Offer not later than 5:00 p.m. New York time on the third business day prior to the initial expiration date of the Offer, and not to withdraw such shares once tendered. Each Stockholder has also agreed to vote his or her shares of Common Stock (i) in favor of the adoption of the Merger Agreement and the approval of the Merger, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Offer or the Merger, (iii) against any acquisition proposal (other than the Offer or the Merger) and (iv) against any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Issuer under the Merger Agreement or of a Stockholder under a Stockholder Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Offer or the Merger. In addition, under the Stockholder Agreements (so long as they remain in effect), each Stockholder has granted an irrevocable proxy to and appointed MDCO or any nominee of MDCO as such Stockholder’s proxy and attorney-in-fact to vote all of the Shares held by such Stockholder as set forth above.

The foregoing descriptions of the Merger Agreement and the Stockholder Agreements do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Merger Agreement is attached as Exhibit 1 to this Statement and a copy of the form of Stockholder Agreement is attached as Exhibit 2 to this Statement.

Item 5. Interest in Securities of Issuer.

(a) and (b)

As a result of the Stockholder Agreements, MDCO, Purchaser and the persons named in Schedule A may be deemed to have the power to vote up to 7,622,942 shares of Common Stock in favor of adoption of the Merger Agreement and approval of the Merger and otherwise as provided in the Stockholder Agreements, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act, MDCO, Purchaser and the persons named in Schedule A may be deemed to be the beneficial owners of an aggregate of 7,622,942 shares of Common Stock, constituting approximately 36.3% of the issued and outstanding shares of Common Stock as of January 12, 2009, as represented by Issuer in the Merger Agreement.

Neither MDCO nor Purchaser nor, to the knowledge of MDCO and Purchaser, any person named in Schedule A is entitled to any rights as a stockholder of Issuer as to the Common Stock covered by the Stockholder Agreements, except as otherwise expressly provided in the Stockholder Agreements or as disclosed in Schedule A hereto. Each of MDCO, Purchaser and the persons named in Schedule A disclaims any beneficial ownership of such shares.

Except as set forth in this Item 5(a) and (b) or in Schedule A hereto, none of MDCO, Purchaser or, to the knowledge of MDCO and Purchaser, any person named on Schedule A hereto, beneficially owns any shares of Common Stock.

(c) Except for the agreements described above, or as disclosed in Schedule A hereto, to the knowledge of MDCO and Purchaser, no transaction in the class of securities reported has been effected during the past 60 days by MDCO, Purchaser or any person named in Schedule A.

(d) To the knowledge of MDCO or Purchaser, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Except for the agreements described above or as disclosed in Schedule A hereto, to the knowledge of MDCO and Purchaser, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the shares of Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons named in Item 2 hereof and any



Page 7 of 12 Pages		Schedule 13D

other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares.

Issuer has informed MDCO that, after a reasonable inquiry by Issuer, each executive officer, director, affiliate and subsidiary of Issuer who owns shares of Common Stock presently intends to tender in the Offer all shares of Common Stock that he or she owns of record or beneficially, other than any shares that if tendered would cause him or her to incur liability under the short-swing profits recovery provisions of the Exchange Act.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Agreement and Plan of Merger by and among The Medicines Company, Boxford Subsidiary Corporation and Targanta Therapeutics Corporation, dated January 12, 2009 (filed as Exhibit 2.1 to the Current Report on Form 8-K on January 14, 2009 by The Medicines Company and incorporated herein by reference).

Exhibit 2: Form of Stockholder Agreement between The Medicines Company and each of the Stockholders party thereto, dated January 12, 2009.

Exhibit 3: Joint Filing Agreement, dated January 22, 2009.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:January 22, 2009


	THE MEDICINES COMPANY
	/s/ Paul M. Antinori
	Paul M. Antinori
	General Counsel & Senior Vice President

Dated:January 22, 2009


	BOXFORD SUBSIDIARY CORPORATION
	/s/ Paul M. Antinori
	Paul M. Antinori
	Secretary

SCHEDULE A
Directors and Executive Officers of The Medicines Company and Boxford Subsidiary Corporation

The Medicines Company

The current corporate executive officers and directors of The Medicines Company are listed below. The address of The Medicines Company is: 8 Sylvan Way, Parsippany, New Jersey 07054. Unless otherwise indicated, all positions set forth below opposite an individual’s name refer to positions within The Medicines Company and, where applicable, the business address listed for each individual not principally employed by The Medicines Company is also the address of the corporation or other organization which principally employs that individual. Unless indicated otherwise, each of the persons listed below is a U.S. citizen.

Directors


William W. Crouse		William W. Crouse has been a director since April 2003. Since January 1994, Mr. Crouse has been a Managing Director of HealthCare Ventures, a venture capital firm with a focus on biotechnology companies Mr. Crouse is currently the chairman of the board of directors of Uluru, Inc., a specialty pharmaceutical company, serves as a director of Targanta Therapeutics Corporation and is a member of the Boards of Trustees of Lehigh University and the New York Blood Center.

		As of January 12, 2009, Mr. Crouse beneficially owned 129,338 shares of Common Stock, consisting of 58,539 shares of Common Stock, warrants exercisable within sixty days to purchase 2,206 shares of Common Stock and options exercisable within 60 days to purchase 68,593 shares of Common Stock, representing less than 1% of the total number of outstanding shares of Common Stock on such date. Mr. Crouse entered into an Option Termination Agreement, dated January 12, 2009, with Issuer providing for the termination of options to purchase 10,000 shares of Common Stock to the extent not exercised prior to the closing of the Merger without payment of any consideration.

Robert J. Hugin		Robert J. Hugin has been a director since April 2003. Since May 2006, Mr. Hugin has served as the President and Chief Operating Officer of Celgene Corporation, a biopharmaceutical company focused on cancer and immunological diseases. Mr. Hugin also serves as a director of Celgene Corporation.

T. Scott Johnson		T. Scott Johnson has been a director since September 1996. Since July 1999, Dr. Johnson has been a partner at JSB Partners, L.P., an investment bank that he founded in 1999, which focuses on mergers and acquisitions, private financings and corporate alliances within the healthcare sector

John P. Kelley		John P. Kelley has been President and Chief Operating Officer since December 2004 and a director since February 2005.

Armin M. Kessler		Armin M. Kessler has been a director since October 1998. Mr. Kessler currently also serves as a director of Gen-Probe Incorporated. Mr. Kessler is a citizen of Switzerland.

Clive A. Meanwell		Clive A. Meanwell has been a director since 1996. He has served as Chief Executive Officer since August 2004. Dr. Meanwell also serves as a director of Endo Pharmaceuticals Holdings Inc. Dr. Meanwell is a citizen of the United Kingdom.

Robert G. Savage		Robert G. Savage has been a director since April 2003. Since May 2003, Mr. Savage has served as President of Strategic Imagery LLC, a consulting company he owns. Mr. Savage also serves as a director for Noven Pharmaceuticals, EpiCept Corporation and Panacos Pharmaceuticals, Inc.


Hiroaki Shigeta		Hiroaki Shigeta has been a director since April 2007. Mr. Shigeta is a citizen of Japan.

Melvin K. Spigelman		Melvin K. Spigelman has been a director since September 2005. Dr. Spigelman has served as Director of Research and Development for the Global Alliance for TB Drug Development, a non-profit organization which seeks to accelerate the discovery and development of faster-acting and affordable drugs to fight tuberculosis, since June 2003.

Elizabeth H.S. Wyatt		Elizabeth H.S. Wyatt has been a director since March 2005. She also serves as a member of the Board of Trustees of Sweet Briar College.

Executive Officers


Paul M. Antinori		Paul M. Antinori has been General Counsel since May 2002 and a Senior Vice President since September 2006.

John P. Kelley		John P. Kelley has been President and Chief Operating Officer since December 2004 and a director since February 2005.

Clive A. Meanwell		Clive Meanwell has been a director since 1996. He has served as Chief Executive Officer since August 2004. Dr. Meanwell also serves as a director of Endo Pharmaceuticals Holdings Inc. Dr. Meanwell is a citizen of the United Kingdom.

Catharine S. Newberry		Catharine S. Newberry has been Senior Vice President Human Resources and Chief Human Strategy Officer since February 2006.

William O’Connor		William O’Connor has been Chief Accounting Officer since February 2008.

Glenn P. Sblendorio		Glenn P. Sblendorio has been Chief Financial Officer and Executive Vice President since March 2006. Mr. Sblendorio currently serves as a director of Amicus Therapeutics, Inc., a biopharmaceutical company.

Kelli Watson-Pacicco		Kelli Watson-Pacicco has been Senior Vice President, Global Communications and Human Strategy since November 2007.

Boxford Subsidiary Corporation

The current corporate executive officers and directors of Boxford Subsidiary Corporation are listed below. The address of Boxford Subsidiary Corporation is: c/o The Medicines Company, 8 Sylvan Way, Parsippany, New Jersey 07054. Unless otherwise indicated, all positions set forth below opposite an individual’s name refer to positions within Boxford Subsidiary Corporation and, where applicable, the business address listed for each individual not principally employed by Boxford Subsidiary Corporation is also the address of the corporation or other organization which principally employs that individual. Unless indicated otherwise, each of the persons listed below is a U.S. citizen.

Director


Clive A. Meanwell		Clive A. Meanwell has served as director since the formation of Boxford Subsidiary Corporation in January 2009. Please see “The Medicines Company—Directors” for additional information regarding Dr. Meanwell.

Executive Officers


Clive A. Meanwell		Clive A. Meanwell has served as President since the formation of Boxford Subsidiary Corporation in January 2009. Please see “The Medicines Company—Executive Officers” for additional information regarding Dr. Meanwell.

Glenn P. Sblendorio		Glenn P. Sblendorio has served as Treasurer since the formation of Boxford Subsidiary Corporation in January 2009. Please see “The Medicines Company—Executive Officers” for additional information regarding Mr. Sblendorio.

Paul M. Antinori		Paul M. Antinori has served as Secretary since the formation of Boxford Subsidiary Corporation in January 2009. Please see “The Medicines Company—Executive Officers” for additional information regarding Mr. Antinori.

SCHEDULE B
Shares of Common Stock of Targanta Therapeutics Corporation Beneficially Owned by the Stockholders


			Shares issuable upon exercise of
			outstanding options, warrants or
Stockholder	Shares Owned		other rights
Caduceus Private Investments III LP		1,826,515		74,542

OrbiMed Associates III, LP		17,394		710

Radius Venture Partners III (OH), LP		43,188		2,140

Radius Venture Partners III QP, LP		343,874		17,036

Radius Venture Partners III, LP		31,535		1,562

Radius Venture Partners II, LP		418,597		20,738

Seaflower Health Ventures III, L.P.		887,340		—

Seaflower Health Ventures III Companion Fund, L.P.		16,497		—

J&L Sherblom Family LLC		190,735		—

Skyline Venture Partners Qualified Purchaser Fund IV, L.P.		1,699,311		69,328

Skyline Venture Partners Qualified Purchaser Fund III, L.P.		505,998		20,235

Skyline Venture Partners III, L.P.		12,599		504

Vengrowth Advanced Life Sciences Fund Inc.		1,523,210		—

Vengrowth III Investment Fund Inc.		106,149		—

EX-99.2 2 y74141exv99w2.htm EX-99.2: FORM OF STOCKHOLDER AGREEMENT EX-99.2

Exhibit 2

STOCKHOLDER AGREEMENT

This Stockholder Agreement (this “Agreement”) is made and entered into as of January 12, 2009, by and between The Medicines Company, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Targanta Therapeutics Corporation, a Delaware corporation (the “Company”).

RECITALS

A. Concurrently with the execution and delivery hereof, Parent, Boxford Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), providing for, among other things, Purchaser to commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) followed by the subsequent merger of Purchaser with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger” and, together with the Offer, the “Proposed Transactions”), in each case, on the terms and subject to the conditions set forth in the Merger Agreement.

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of Company Common Stock indicated on the signature page of this Agreement.

C. Stockholder desires to express its support for the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, by executing this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Certain Definitions.

(a) Terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

“Constructive Sale” means with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership.

“Shares” means (i) all shares of Company Common Stock owned, beneficially or of record, by Stockholder as of the date hereof, and (ii) all additional shares of Company Common Stock or other capital stock of the Company acquired by Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined in Section 10 below).

“Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by merger or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2. Transfer and Voting Restrictions.

(a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Stockholder shall not, except as contemplated by the Offer or the Merger Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto.

(b) The Stockholder hereby irrevocably instructs the Company to implement the voting and transfer restrictions with respect to the Shares set forth in Section 7.10 of the Merger Agreement (a true and correct copy of which Section 7.10 is attached hereto as Schedule A). The Stockholder understands and agrees that the the Company will instruct the Company’s transfer agent to put stop transfer orders in effect on all of the Shares to implement such restrictions.

(c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal power, authority and right to tender into the Offer or vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in favor of the adoption of the Merger Agreement and the approval of the Merger.

3. Agreement to Tender Shares.

(a) Stockholder hereby agrees that promptly after the commencement of the Offer, but in any event no later than 5:00 p.m. New York time on the third business day before the initially scheduled expiration of the Offer, Stockholder shall tender into the Offer all of the Shares. Stockholder shall not withdraw any of the Shares previously tendered into the Offer.

(b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to tender into the Offer all of the Shares in accordance with Section 3(a).

4. Agreement to Vote Shares.

(a) Prior to the Expiration Date, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by

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written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption of the Merger Agreement and the approval of the Merger, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transactions, (iii) against any Acquisition Proposal (other than the Proposed Transactions) and (iv) against any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transactions.

(b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 4(a).

5. Grant of Irrevocable Proxy.

(a) Stockholder hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, Parent and each of its executive officers and any of them, in their capacities as officers of Parent (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of such Shares in accordance with Section 4 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters described in Section 4 hereof is to be considered.

(b) Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

(c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law of the State of Delaware.

(d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder may vote the Shares on all other matters.

(e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder.

6. No Solicitation. Stockholder, in its capacity as a Stockholder, shall not directly or indirectly take any action, or permit any of its Affiliates to take any action, that would be inconsistent with Section 7.1 of the Merger Agreement as if Stockholder and its Affiliates were “Representatives” thereunder.

7. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as a director or officer of the Company. Stockholder signs solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of the Shares, and nothing herein shall limit or affect

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any actions taken in Stockholder’s (or any designee of Stockholder’s) capacity as an officer or director of the Company.

8. Representations and Warranties of Stockholder.

(a) Stockholder hereby represents and warrants to Parent as follows: (i) Stockholder is the beneficial or record owner of the shares of Company Common Stock indicated on the signature page of this Agreement free and clear of all security interests, liens, claims, pledges, agreements, limitations in Stockholder’s voting rights, restrictions, options, commitments, charges or other encumbrances of any nature; (ii) Stockholder does not beneficially own any securities of the Company other than the shares of Company Common Stock and rights to purchase shares of Company Common Stock set forth on the signature page of this Agreement; (iii) Stockholder has all requisite power and authority to enter into this Agreement and perform its obligations hereunder and to grant the irrevocable proxy as set forth in Section 5; and (iv) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms. Stockholder agrees to notify Parent promptly of any additional shares of Company Common Stock or other capital stock of the Company of which Stockholder becomes the beneficial owner after the date of this Agreement.

(b) As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Meeting, if any, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, Stockholder has full legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder, in favor of the adoption of the Merger Agreement and the approval of the Merger without the consent or approval of, or any other action on the part of, any other person or entity (including, without limitation, any governmental entity). Without limiting the generality of the foregoing, Stockholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares on any matter.

(c) The execution and delivery of this Agreement and the performance by Stockholder of Stockholder’s agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of Liens on the Shares or Stockholder’s other assets under, any of the terms, conditions or provisions of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Stockholder is a party or by which Stockholder (or any of Stockholder’s assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Stockholder’s ability to perform Stockholder’s obligations under this Agreement or render inaccurate any of the representations made by Stockholder herein.

(d) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by Stockholder or performance by Stockholder of its obligations hereunder.

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(e) Except as disclosed pursuant to the Merger Agreement, no agent, broker, investment banker, financial advisor, finder, or other firm or person is or shall be entitled, as a result of any action, agreement, arrangement or commitment made by or on behalf of Stockholder, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement.

(f) Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.

9. Confidentiality. Stockholder recognizes that successful consummation of the transactions contemplated by the Merger Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, and so that Parent may rely on the safe harbor provisions of Rule 100(b)(2)(ii) of Regulation FD, Stockholder hereby agrees not to disclose or discuss such matters with anyone not a party to this Agreement (other than its counsel and advisors, if any) without the prior written consent of Parent, except for disclosures Stockholder’s counsel advises are necessary to fulfill any legal requirement, in which case Stockholder shall give notice of such disclosure to Parent as promptly as practicable so as to enable Parent to seek a protective order from a court of competent jurisdiction with respect thereto.

10. Termination. This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article VIII thereof or (b) the Acceptance Time (the “Expiration Date”); provided, however, that (1) Sections 11(a), (b), (c), (d), (e), (f), (i), (k), (l), (m) and (n) shall survive any termination of this Agreement and (2) termination of this Agreement shall not relieve any party from liability for any breach of its obligations hereunder committed prior to such termination.

11. Miscellaneous Provisions.

(a) Amendments, Modifications and Waivers. No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing duly executed and delivered by Parent and Stockholder.

(b) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

(d) Consent to Jurisdiction; Venue. Each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party

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hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11(l). Nothing in this Section 11(d), however, shall affect the right of any party to serve legal process in any other manner permitted by law.

(e) WAIVER OF JURY TRIAL. EACH OF PARENT AND STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT OR STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

(f) Assignment and Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that Parent may assign this Agreement to any direct or indirect wholly owned Subsidiary of Parent without the consent of the other parties hereto, provided that Parent shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

(g) No Third Party Rights. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any other person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto.

(h) Cooperation. For so long as this Agreement is in effect, Stockholder agrees not to take any action which would make any of Stockholder’s representations or warranties herein untrue or incorrect in any material respect or knowingly take any action that would have the effect of preventing or disabling it from performing its obligations under this Agreement. Stockholder agrees to cooperate fully with Parent and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by Parent to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement. Stockholder hereby agrees that Parent and the Company may publish and disclose such Stockholder’s identity and ownership of Shares and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement as an Exhibit to any filing made by Parent or the Company with the SEC relating to the Proposed Transactions.

(i) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

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(j) Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

(k) Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto acknowledge that Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth in this Agreement. Accordingly, Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

(l) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as follows: (i) if to Parent, to the address, e-mail address or facsimile provided in Section 10.2 of the Merger Agreement, including to the persons designated therein to receive copies; and (ii) if to Stockholder, to Stockholder’s address, e-mail address or facsimile shown below Stockholder’s signature on the last page hereof. Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

(m) Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission.

(n) Headings. The headings contained in this Agreement are for are for the convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(o) Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.


THE MEDICINES COMPANY:		STOCKHOLDER:


By:		By:
Its:		Its:

		Address:




		Telephone: (___) ___-___
		Facsimile: (___) ___-___
		E-Mail Address:

		Shares Beneficially Owned by Stockholder:

		shares of Company Common Stock

		Options to acquire Company Common Stock

		Warrants to acquire Company Stock

[Signature Page to Stockholder Agreement]

Schedule A

EX-99.3 3 y74141exv99w3.htm EX-99.3: JOINT FILING AGREEMENT EX-99.3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Targanta Therapeutics Corporation, a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: January 22, 2009


	THE MEDICINES COMPANY
	/s/ Paul M. Antinori
	Paul M. Antinori
	General Counsel & Senior Vice President

Dated: January 22, 2009


	BOXFORD SUBSIDIARY CORPORATION
	/s/ Paul M. Antinori
	Paul M. Antinori
	Secretary

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