The Medicines Company and Bristol-Myers Squibb Agree to Global

The Medicines Company and Bristol-Myers Squibb Agree to Global
Alliance for Recothrom(R) 
The Medicines Company Builds on Portfolio and Capabilities in Acute
and Intensive Care Hospital Medicine With Marketed Perioperative
Biologic 
PARSIPPANY, NJ and PRINCETON, NJ -- (Marketwire) -- 12/12/12 --  The
Medicines Company (NASDAQ: MDCO) and Bristol-Myers Squibb Company
(NYSE: BMY) announced today that the companies have signed a global
license and two year collaboration for Recothrom(R), a recombinant
thrombin approved by the U.S. Food and Drug Administration for use as
a topical hemostat to control non-arterial bleeding during surgical
procedures. 
Clive Meanwell, M.D., Ph.D., Chairman and CEO of The Medicines
Company said, "As a marketed, growing product to control blood loss
in the hospital, we believe Recothrom is a strategic fit that enables
operating leverage with The Medicines Company's emerging
perioperative care portfolio. The financial structures and net
revenues fit well with our strategy for aggressive and sustainable
growth in acute and intensive care medicine. Of course, thrombin is
also a hemodynamic target we know well based on our experience with
Angiomax(R) (bivalirudin), a thrombin inhibitor."  
"The Medicines Company's expertise in advancing the treatment of
critical care patients in hospital settings worldwide makes it the
natural partner to bring Recothrom to patients and physicians," said
Giovanni Caforio, President, U.S. Pharmaceuticals of Bristol-Myers
Squibb. "This agreement is part of Bristol-Myers Squibb's ongoing
efforts to simplify operations, improve our efficiency and better
position ourselves to focus on our important work in areas of
significant unmet medical need that are critical to our long-term
success."  
Recothrom net revenues in 2011 were $65 million. The product is
currently commercially available in the United States and Canada. The
intellectual property license agreement is global and The Medicines
Company anticipates pursuing approvals in additional countries. 
The transaction is expected to be accretive to earnings per share
(EPS) for The Medicines Company in 2013.  
Under terms of the agreement, The Medicines Company will pay
Bristol-Myers Squibb an upfront collaboration payment of $105 million
and an upfront option fee of $10 million. The Medicines Company has
also agreed to pay Bristol-Myers Squibb a tiered royalty on annual
net revenues of Recothrom during the two-year collaboration term.
Bristol-Myers Squibb will retain responsibility for the manufacturing
of Recothrom and will be The Medicine Company's exclusive supplier of
Recothrom during the term of the agreement. The option enables The
Medicines Company to acquire the Recothrom assets for a purchase
price based on average net sales during the two-year collaboration
term.  
The transaction is expected to be minimally accretive to EPS for
Bristol-Myers Squibb in 2013 and 2014.  
The transaction is subject to the satisfaction or waiver of closing
conditions, including the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the delivery by Bristol-Myers Squibb of
certain audited financial information relating to the business.  
Leerink Swann LLC acted as exclusive financial advisor to The
Medicines Company and WilmerHale acted as legal advisor to The
Medicines Company. Covington & Burling LLP was legal advisor to
Bristol-Myers Squibb. 
About Recothrom(R) 
 Recothrom is a surgical hemostat that is applied
topically to stop bleeding during surgery. Its active ingredient is
recombinant human thrombin ("rThrombin") and the product is indicated
as an aid to hemostasis whenever control of bleeding by standard
surgical techniques (such as suture, ligature, or cautery) is
ineffective or impractical. Recothrom is part of a class of surgical
hemostats commonly referred to as "active" hemostats. Other classes
of surgical hemostats include mechanical hemostats, flowable
hemostats and fibrin sealants. Recothrom was approved in the United
States in January 2008 and in Canada in December 2010.  
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. 
About-Bristol Myers Squibb
 Bristol-Myers Squibb is a global
biopharmaceutical company whose mission is to discover, develop and
deliver innovative medicines that help patients prevail over serious
diseases. For more information about Bristol-Myers Squibb, visit
www.bms.com, or follow us on Twitter at http://twitter.com/bmsnews. 
The Medicines Company Forward-Looking Statements
 Statements
contained in this press release about The Medicines 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, including the
Company's expectations regarding the effect of the transaction on the
Company's earnings per share and pursuit of approvals for Recothrom
in jurisdictions other than the United States and Canada. 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 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 the extent of the commercial success of Recothrom, the
ability of the Company to obtain regulatory approvals of Recothrom in
jurisdictions other than the United States and Canada, risks related
to the Company's dependence on Bristol-Myers Squibb to manufacture
and supply Recothrom products during the collaboration term, the
Company's ability to successfully manufacture Recothrom products
after it completes the acquisition of the manufacturing assets, the
ability of Bristol-Myers Squibb and the Company to complete the
transactions, the ability of the Company to obtain third party
consents necessary for the transfer of the acquired assets, the
ability of the Company to successfully integrate the Recothrom
business with its other businesses, the Company's ability to develop
its global operations and penetrate foreign markets, whether the
Company's products will advance in the clinical trials process on a
timely basis or at all, whether the Company will make regulatory
submissions for product candidates on a timely basis, whether its
regulatory submissions will receive approvals from regulatory
agencies on a timely basis or at all, whether physicians, patients
and other key decision makers will accept clinical trial results,
risks associated with the establishment of international operations,
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, 2012,
which are incorporated herein by reference. The Company specifically
disclaims any obligation to update these forward-looking statements. 
Bristol-Myers Squibb Forward-Looking Statements 
 This press release
contains "forward-looking statements" as that term is defined in the
Private Securities Litigation Reform Act of 1995, regarding the
research, development and commercialization of pharmaceutical
products. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including
factors that could delay, divert or change any of them, and could
cause actual outcomes and results to differ materially from current
expectations. No forward-looking statement can be guaranteed. Among
other risks, there can be no guarantee that all of the necessary
closing conditions will be met for the transaction to close.
Forward-looking statements in the press release should be evaluated
together with the many uncertainties that affect Bristol-Myers
Squibb's business, particularly those identified in the cautionary
factors discussion in Bristol-Myers Squibb's Annual Report on Form
10-K for the year ended December 31, 2011, its Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K. Bristol-Myers Squibb
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events, or
otherwise.  
Contacts:
The Medicines Company
Michael Mitchell
973-290-6097
michael.mitchell@themedco.com 
Bristol-Myers Squibb
Media:
Jennifer Fron Mauer
609-252-6579
jennifer.mauer@bms.com 
Investors:
Ranya Dajani
609-252-5330
ranya.dajani@bms.com
or
Ryan Asay
609-252-5020
ryan.asay@bms.com 
 
 
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