8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2011

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

Delaware	000-31191	04-3324394
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8 Sylvan Way
Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 290-6000

Not applicable.
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 11, 2011, The Medicines Company (the “Company”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) with respect to all potential claims and causes of action between the parties related to United States Patent No. 5,196,404 (the “‘404 patent”), the extension of the term of the ‘404 patent, any alleged late filing of the request for an extension of the term of the ‘404 patent and any efforts to cure such alleged late filing.

Under the Settlement Agreement, WilmerHale agrees to make available to the Company approximately $232 million, consisting of approximately $117 million from the proceeds of professional liability insurance policies and $115 million of payments from WilmerHale itself. As described below, a portion of the available funds will be paid to the Company shortly after entry into the Settlement Agreement, but most of the available funds would be paid only if the Company suffers damages in the event that a generic version of the Company’s product bivalirudin is sold in the United States before June 15, 2015 because the extension of the ‘404 patent is held invalid on the basis that the application for the extension was not timely filed. Payments by WilmerHale itself would be made only after payments from its insurance policies are exhausted and cannot exceed $2.875 million for any calendar quarter.

Pursuant to the Settlement Agreement, WilmerHale will pay approximately $18 million from its professional liability insurance providers to the Company within sixty (60) days after the date of the Settlement Agreement. The balance of the approximately $232 million aggregate amount provided in the Settlement Agreement remains available to pay (1) future expenses incurred by the Company in continuing to defend the extension of the ‘404 patent, and (2) any damages that may be suffered by the Company in the event that a generic version of the Company’s product bivalirudin is sold in the United States before June 15, 2015 because the extension of the ‘404 patent is held invalid on the basis that the application for the extension was not timely filed. The Settlement Agreement contains a formula for determining the amount of damages suffered, on a quarterly basis, in the event of generic entry. The Settlement Agreement also contains provisions under which the Company will seek to recover damages from third parties potentially liable to the Company and to reimburse or share with WilmerHale certain damage recoveries from such third parties.

The Company and WilmerHale also agree to a mutual release of claims arising from or relating to the ‘404 patent, the extension of the term of the ‘404 patent, any alleged late filing of any request for an extension of the term of the ‘404 patent, any efforts to cure such alleged late filing or any related matter, other than obligations set forth in the Settlement Agreement. The Settlement Agreement also contains provisions including indemnification, confidentiality, dispute resolution and other customary provisions for an agreement of this kind.

The foregoing summary description of certain terms of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2011.

WilmerHale is outside legal counsel to the Company for securities reporting, general corporate counseling, business development transactions and other matters from time to time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index attached to this report.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MEDICINES COMPANY
Date: February 14, 2011	By:	/s/ Paul M. Antinori
		Name:	Paul M. Antinori
		Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 14, 2011

EX-99.1

Exhibit 99.1

Contact:	Michael Mitchell
	The Medicines Company
	973-290-6000
	investor.relations@themedco.com

FOR IMMEDIATE RELEASE:

THE MEDICINES COMPANY AND WILMERHALE LAW FIRM
REACH SETTLEMENT AGREEMENT

PARSIPPANY, NJ, February 14, 2011 — The Medicines Company (NASDAQ: MDCO) announced today a settlement agreement with the law firm WilmerHale resolving all of The Medicines Company’s potential claims against WilmerHale related to the principal U.S. patent covering the product Angiomax^® (bivalirudin), U.S. Patent No. 5,196,404 (the ‘404 patent).

Under the settlement agreement, The Medicines Company will receive approximately $18 million up front from WilmerHale’s professional liability insurers to cover certain past expenses. An additional $214 million will be available for damages in the event a generic bivalirudin is sold in the United States before June 15, 2015 as a result of the extension of the ‘404 patent being held invalid on the basis that the application for the extension was not timely filed. Of the additional $214 million, approximately $99 million would be from WilmerHale’s insurers and $115 million would be from WilmerHale itself after payments from insurance are exhausted. Payments by WilmerHale itself are limited to a maximum of $2.875 million per calendar quarter.

Dr. Clive Meanwell, Chairman and CEO of The Medicines Company, said, “This settlement allows both firms to move on to build our respective businesses. The $18 million upfront payment to us is essentially reimbursement for the expenses incurred as we advocated in Washington and pursued legal action against the government — where we eventually won. The additional $214 million represents a form of insurance for us in case the district court’s decision is overturned and a generic firm enters the market prematurely. Throughout the process of addressing the PTO’s denial of our patent term extension filing, WilmerHale has stood by The Medicines Company in an honorable and exemplary way. WilmerHale assisted in the efforts to reverse the PTO’s action. While both firms believe the district court’s decision will be sustained in any future proceedings, the decision remains open to future challenge, including the pending appeal by a generic company. The Medicines Company and WilmerHale have entered into this agreement to establish a fair and equitable resolution of this matter if the district court’s decision ultimately is not sustained. The relationship between our

company and WilmerHale remains very strong. We reserve our rights to pursue other parties with respect to this matter in the future.”

In 2001, the United States Patent and Trademark Office (PTO) rejected The Medicines Company’s application under the Hatch-Waxman Act for an extension of the ‘404 patent’s term because, in the PTO’s view, the application was not timely filed. In August 2010, The Medicines Company won a lawsuit in federal district court that challenged the PTO’s denial of the application. The judge in that case held that the filing was timely made. The Medicines Company has additional Angiomax patents that expire in 2028.

About The Medicines Company

The Medicines Company (NASDAQ: MDCO) provides medical solutions to improve health outcomes for patients in acute and intensive care hospitals worldwide. These solutions comprise medicines and knowledge that directly impact the survival and well being of critically ill patients. The Medicines Company’s website is www.themedicinescompany.com.

Statements contained in this press release about the Company that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words “believes,” “anticipates” and “expects” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements or other events to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include whether the court decision ordering the United States Patent and Trademark Office to accept the Company’s application to extend the term of the ‘404 patent as timely filed is successfully challenged, either by APP Pharmaceuticals in its pending appeal or in a separate challenge of the term of the ‘404 patent; whether the Company is able to obtain or maintain patent protection for the intellectual property relating to the Company’s products; and such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission including, without limitation, the risk factors detailed in the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

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