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Exhibit 10
AMENDMENT NO. 1 TO THE SERVICES AGREEMENT
This Amendment No. 1 to the Services Agreement dated as of August 8, 2000
(the "Amendment"), among The Medicines Company, a Delaware corporation (the
"Company") and Stack Pharmaceuticals, Inc., a Delaware corporation ("Stack").
WHEREAS, the Company and Stack are parties to the Services Agreement dated
April 1, 2000 (the "Agreement"); and
WHEREAS, the Company and Stack believe it to be in their mutual best interests
to amend the Agreement ;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in the Amendment, the parties hereto agree as follows:
1. Section 3.1, "Service Fees", of the Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
"3.1 Services Fees
(a) During the Services Period (from and after July 1, 2000), the Company
shall pay to Stack in connection with the services provided by David M. Stack,
Melinda Popolla and Fred Ryan (the "Original Employees") service fees of $20,100
per month, payable in advance on the first day of each month. Payment for any
partial month shall be prorated and Stack will reimburse the Company for any
excess fees advanced to Stack. In the event that any of the Original Employees
ceases to be an employee of Stack or ceases to provide services to the Company,
these fees will be appropriately adjusted upon the mutual agreement of the
Company and Stack.
(b) During the Services Period (from and after July 1, 2000), the Company
shall pay Stack additional service fees on a monthly basis at the end of each
month which shall be calculated as follows:
(i) For each individual employed by both the Company and Stack (other
than any Original Employee), their individual portion of the service fee shall
equal the product of $1,500 and % of time committed during applicable month
committed to Company projects plus the product of such individual's monthly
salary from the Company and 35%; and
(ii) For each individual Company employee residing at the office of
Stack, their individual portion of the service fee shall be $1,500.
The monthly service fee will be the sum of all of the individual portions
incurred under clauses (i) and (ii) above plus an additional amount not to
exceed $600 a month to cover additional administrative expenses. If services are
provided by any individual for a partial month, the fees for such services shall
be prorated.
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(c) In the event that any additional fees are payable to Stack in
connection with the additional services contemplated by the last sentence of
Section 1, the Company shall pay to Stack the fees due for such services on a
monthly basis in arrears within thirty (30) days of receipt by the Company of a
monthly invoice from Stack in a form reasonably satisfactory to the Company
setting forth the fees owed to Stack for the additional services performed in
the prior month."
2. RATIFICATION. In all other respects, the Agreement is hereby ratified and
confirmed.
3. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.
4. EFFECTIVE DATE. This Amendment shall be deemed to have become effective as
of July 1, 2000.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. to
the Agreement as of the date first above written.
THE MEDICINES COMPANY
By: /s/ John M. Nystrom
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Name: John M. Nystrom
Title: Vice President, Chief
Technical Officer
STACK PHARMACEUTICALS, INC.
By: /s/ David Stack
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Name: David Stack
Title: President, General Partner
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