The Medicines Company Agrees to Acquire Incline Therapeutics,

The Medicines Company Agrees to Acquire Incline Therapeutics, Inc. 
The Medicines Company Perioperative Franchise Enhanced by Two Major
Agreements Today; Marketing Clearance for Post-Surgical Pain
Candidate IONSYS Expected in Early 2014 
PARSIPPANY, NJ and REDWOOD CITY, CA -- (Marketwire) -- 12/12/12 -- 
The Medicines Company (NASDAQ: MDCO) announced today that it has
entered into an agreement to acquire Incline Therapeutics, Inc., a
company focused on the development of IONSYS(R) (fentanyl
iontophoretic transdermal system), a compact, disposable, needleless
Patient-Controlled Analgesia (PCA) system in development for the
short-term management of acute postoperative pain in the hospital
The Medicines Company announced in a separate news release that it
has entered into a global collaboration and option agreement with
Bristol-Myers Squibb relating to Recothrom(R), a recombinant thrombin
approved by the U.S. Food and Drug Administration (FDA) for use as a
topical hemostat to control non-arterial bleeding during surgical
"With two simultaneous transactions, selected and engineered as major
elements in an established acute and intensive care hospital
strategy, we believe The Medicines Company is in position to be the
leading biopharmaceutical industry player in perioperative care,"
said Clive Meanwell, MD, PhD, Chairman and Chief Executive Officer of
The Medicines Company. 
IONSYS was originally developed and evaluated in an extensive
clinical program, including seven Phase 3 clinical trials, which
formed the basis of FDA and European Medicines Agency (EMA) marketing
clearances in 2006 for the short-term management of acute
post-operative pain in the hospital setting. In 2008, IONSYS was
launched in Europe, achieving strong hospital formulary acceptance.
However, due to device stability issues, IONSYS was voluntarily
recalled in Europe and was not launched in the US. Incline acquired
IONSYS from ALZA Corporation in 2010. 
Glenn Sblendorio, President and Chief Financial Officer, said, "We
have been very impressed with the work that the Incline team has done
to address prior challenges and to prepare the product for near-term
resubmission for marketing in the US and Europe. We expect that if we
obtain IONSYS approval, we could launch IONSYS in early 2014 in the
US and soon thereafter in Europe." 
Alan Levy, Incline's Chief Executive Officer, stated, "The Medicines
Company has a proven track record of success in developing and
commercializing acute and intensive care products, as highlighted by
the considerable success of Angiomax. We have great confidence in
their ability to optimize the therapeutic and commercial potential of
The Medicines Company has agreed to pay Incline $185 million in an
upfront payment with additional payments if certain regulatory and
commercial milestones are met.  
The Boards of Directors of both companies have unanimously approved
the agreement. Subject to obtaining requisite consents and approvals
and the satisfaction or waiver of certain conditions, including,
without limitation, the approval of the agreement by Incline's
stockholders and the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, the acquisition is expected to close in the
first quarter of 2013. BofA Merrill Lynch served as exclusive
financial advisor and WilmerHale served as legal advisor for the
transaction for The Medicines Company. Incline's exclusive financial
advisor for the transaction was Leerink Swann LLC, while Cooley LLP
served as its legal advisor. 
Conference Call Webcast Information at 8:30 a.m. Eastern Time
Medicines Company will host a conference call Wednesday, December 12,
2012 at 8:30 a.m. Eastern Time to discuss both the Incline and
Recothrom transactions. The conference call will be available via
phone and webcast. The dial in information is listed below:  
Domestic Dial In: 866 713.8566
 International Dial In: 617 597.5325 
Passcode for both dial in numbers: 58539279 
Replay is available from 10:30 a.m. Eastern Time following the
conference call through December 19, 2012. To hear a replay of the
call, dial 888 286.8010 (domestic) and 617 801.6888 (international).
Passcode for both dial in numbers is 68795863.  
The webcast and supporting information can be accessed at The
Medicines Company's website at  
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 
About Incline Therapeutics, Inc.
 Incline Therapeutics is a
hospital-focused specialty pharmaceutical company focused on the
development of IONSYS (fentanyl iontophoretic transdermal system), a
compact, disposable, needleless patient-controlled system in
development for the short-term management of acute postoperative pain
in adult patients requiring opioid analgesia during hospitalization.
IONSYS has completed Phase III development and was previously
approved in the United States and Europe. Prior to marketing IONSYS,
Incline must seek approval of a supplemental New Drug Application
(sNDA) in the United States and a Marketing Authorization Application
(MAA) in Europe. Incline is led by a management team with significant
pharmaceutical and medical device experience and financed by leading
life science venture capital firms, including Frazier Healthcare
Ventures, 5AM Ventures, Technology Partners, Adams Street Partners,
and Saints Capital. The company is based in Redwood City, California. 
Incline(TM) and IONSYS(TM) are trademarks of Incline Therapeutics,
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, including the Company's preliminary revenue
results, 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 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 Angiomax, 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, the Company and Incline's
ability to consummate the transaction; the conditions to the
completion of the transaction, including the receipt of certain
consents required in connection with the transaction that may not be
obtained on the terms expected or on the anticipated schedule,
including without limitation approval of the transaction under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the
parties' ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction; the
ability of the Company to retain certain key employees of Incline;
decisions of regulatory authorities regarding marketing approval or
material limitations on the marketing of IONSYS for its current or
potential new indications; the ability of the Company to obtain
marketing approvals and launch IONSYS when planned;; the extent of
commercial success of IONSYS; the ability of the Company to
successfully integrate Incline's business with the Company's other
businesses 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
Michael Mitchell
The Medicines Company
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