Confidential Materials omitted and filed separately with theSecurities and Exchange Commission. Asterisks denote omissions. Exhibit 10.3

THIS MANUFACTURING SERVICES AGREEMENT (the "Agreement") made as of the 22^nd day of January, 2012 (“Effective Date”)

B E T W E E N:

(hereinafter referred to as "APP"),

WHEREAS, MDCO wishes to have the Product manufactured, packaged, tested, and supplied to it by APP for commercial sales, and APP wishes to manufacture, package, test and supply to MDCO the Product for commercial sales, in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties have agreed to enter into this Agreement to provide the terms and conditions governing the manufacture, packaging, testing and supply of the Product by APP.

NOW, THEREFORE, MDCO and APP agree as follows:

The following terms shall, unless the context otherwise requires, have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Active Materials", “Active Pharmaceutical Ingredients” or “API” means the materials listed on Schedule C hereto;

"Affiliate" means with respect to any Party, any partnership, association, corporation, limited liability company, trust, or other legal entity, that is controlled by, controls, or is under common control with, that Party. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings;

"Annual Report" means the annual report as described in Title 21 of the United States Code of Federal Regulations, Section 314.81(b)(2);

"Annual Product Review Report" means the annual product review report as described in Title 21 of the United States Code of Federal Regulations, Section 211.180(e);

"Applicable Laws" means any statute, law, treaty, rule, code, ordinance, regulation, rule, by-law, judgment, decree or order that applies, as the context requires, to: (i) the Agreement; (ii) the performance of obligations or other activities related to the Agreement; and (iii) a party's Subcontractors (if any).

"Authority" means any governmental or regulatory authority, department, body or agency or any court, tribunal, bureau, commission or other similar body, whether federal, state, provincial, county or municipal;

“Batch Size” means the estimated batch size of the Product (measured in number of units of such Product) as set forth in Schedule A;

"Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or required by law to close;

"cGMPs" means the current good manufacturing practices required by the FDA and set forth in the United States Food, Drug and Cosmetic Act or FDA regulations, policies or guidelines in effect at the time in question for the manufacture and testing of pharmaceutical materials, including as described in Parts 210 and 211 of Title 21 of the United States Code of Federal Regulations, all as updated, amended and revised from time to time;

“Capital Expenditures” means all out-of-pocket costs and expenses relating to upgrading or acquiring equipment at the Manufacturing Site directly related to, and necessary for, APP's provision of the Manufacturing Services, as set forth on Schedule E;

“Commercially Reasonable Efforts” shall mean, with respect to each Party, commercially reasonable efforts in accordance with such Party's business, legal, medical, and scientific judgment and in accordance with the efforts and resources such Party would use for a product owned by it or to which it has rights, which is of similar market potential, at a similar stage in its product life, taking into account the competitiveness of the market place, the proprietary position of the product, the regulatory structure involved, the potential for litigation or other disputes associated with such product, the intellectual property issues associated with such product, the profitability of the product and other relevant factors.

"Components" means, collectively, primary packaging components, raw materials and ingredients, required to be used in order to produce the Product in accordance with the Specifications, other than the Active Materials;

“Confidential Information” means all with respect to a Party, all information of any kind whatsoever (including without limitation, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies, and techniques), and all tangible and intangible embodiments thereof of any kind whatsoever (including without limitation, apparatus, compositions, documents, drawings, machinery, patent applications, records and reports), which is disclosed by such Party to the other Party or any of its Affiliates. Confidential Information shall also include the terms and existence of this Agreement and other agreements. Notwithstanding the foregoing, Confidential Information of a Party shall not include information which the other Party can establish by competent evidence (a) to have been publicly known prior to disclosure of such information by the disclosing Party to the other Party, (b) to have become publicly known, without fault on the part of the other Party, subsequent to disclosure of such information by the disclosing Party to the other Party, (c) to have been received by the other Party or one of its Affiliates free of an obligation of confidentiality at any time from a source, other than the disclosing Party, rightfully having possession of and the right to disclose such information free of an obligation of confidentiality, (d) to have been otherwise known by the other Party or any of its Affiliates prior to disclosure of such information by the disclosing Party to the other Party, or (e) to have been developed by the receiving Party after receipt of such information, and which the receiving Party can demonstrate through written documentation, was not developed through use of such information;

"Deficiency Notice" shall have the meaning ascribed thereto in Section 6.1(a);

"Delivery Date" means the date of delivery of the Product at the Manufacturing Site, as stated in the acceptance of the Firm Order by APP;

“Development Costs and Expenses” means all out-of-pocket costs and expenses relating to research and

development for the manufacture of the Product for sale in the Territory, including costs and expenses related to analytical testing (e.g., outside laboratory expenses), process development costs including costs of process scale-up, validation costs, costs of stability studies, and processing and conversion costs of materials required for regulatory filings, as set forth on Schedule D.

“Disclosing Party” means the Party disclosing Confidential Information;

“Effective Date” means the date set forth in the introductory paragraph that is the commencement date of this Agreement after execution by both Parties;

"FDA" means the United States government agency known as the Food and Drug Administration (and any successor agency thereto);

“Firm Order” means a firm written order in the form of a purchase order or otherwise that has been received by APP;

“Initial Supply Term” means the period starting on the first date that all Regulatory Authorities approve MDCO to market Product in the Territory that is manufactured by APP at the Manufacture Site and ending on June 15, 2015;

"Intellectual Property" means any and all of the following, whether or not registered, in the United States and all other jurisdictions throughout the world: (i) Inventions and improvements thereto, and patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof); (ii) trademarks, service marks, trade dress, logos, domain names, rights of publicity, trade names and corporate names, and all goodwill associated therewith; (iii) copyrights, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression; (iv) computer software (including source code, object code, firmware, operating systems and specifications); (v) trade secrets and, whether or not confidential, business information (including pricing and cost information, business and marketing plans and customer and supplier lists) and know how; (vi) databases and data collections; (vii) any other type of intellectual property right; (viii) registrations and applications for registration of any of the foregoing; (ix) copies and tangible embodiments of any of the foregoing; and (x) rights to sue or recover and retain damages, costs and attorneys' fees for past, present or future infringement, misappropriation or violation of any of the foregoing;

"Invention" means any innovation, improvement, development, discovery, computer program, device, trade secret, method, know-how, process, technique or the like, whether or not written or otherwise fixed in any form or medium, regardless of the media on which it is contained and whether or not patentable or copyrightable;

"Inventory" means all inventories of Components and work-in-process produced or held by APP in connection with the manufacture of the Product but, for greater certainty, does not include the Active Materials;

"Know-How" means confidential and proprietary information related to the Product, including: manufacturing protocols and methods, the Product formulation, Product specifications, processes, analytical and processing techniques, Product and API samples, trade secrets, ideas, concepts, manufacturing formulae and information, and flow diagrams.

"Manufacturing Requirements" shall have the meaning ascribed thereto in Section 2.4;

"Manufacturing Services" means the manufacturing, packaging, quality control, quality assurance and stability testing, and related services, as contemplated in this Agreement, required to produce the Product from Active Materials and Components;

"Manufacturing Services Based Intellectual Property" means Intellectual Property generated or derived by APP or its Affiliate in the course of performing any Manufacturing Services or otherwise generated or derived by APP or its Affiliate in connection with the conduct of its business which Intellectual Property is not specific to, or dependent upon, MDCO's Active Material or Product including, without limitation, Inventions and Intellectual Property which may have application to manufacturing processes or the formulation or

development of drug products, drug product dosage forms or drug delivery systems beyond the specific requirements of the Product.

"Manufacturing Site" means the APP's facility, which is located at [**];

“Marketing Authorization” means any federal, state, or local approvals, licenses, permits, applications, registrations or authorizations approved by, filed with, or submitted to any Authority, such as the FDA, including all Abbreviated New Applications and New Drug Applications;

"Minimum Run Quantity" means the minimum number of batches of the Product to be produced during the same cycle of manufacturing as set forth in Schedule A hereto;

“Party(ies)” means either APP or MDCO, or both, as the case may be;

"Price" means $[**] U.S. Dollars per vial, as adjusted pursuant to Article 4;

"Product" means 10 ml vials containing 250 mg of lyophilized bivalirudin for injection, currently marketed as Angiomax®;

"Quality Agreement" means the agreement to be entered into between the Parties hereto setting out the respective responsibilities of the Parties and the quality assurance standards in respect of the Manufacturing Services;

“Receiving Party” means the Party to whom Confidential Information is disclosed;

"Regulatory Authority" means any regulatory agency competent to grant marketing approvals for pharmaceutical products including the Product in the Territory, such as the FDA;

"Specifications" means the file and specifications for the Product, which is provided by MDCO to APP in accordance with the procedures listed in the Quality Agreement hereto and which contains documents relating to the Product, including, without limitation:

all as updated, amended and revised from time to time by MDCO in accordance with the terms of this Agreement;

“Subsequent Supply Term” means the period starting on June 15, 2015 and ending on May 1, 2019;

"Technical Dispute" has the meaning specified in Section 12.2;

“Technology Transfer and Feasibility Activities” shall have the meaning specified in Section 2.1.

"Territory" means the United States of America and its possessions and territories;

"Third-Party Rights" means the Intellectual Property of any third party;

"Year" means, in the first year of this Agreement, the period from the Effective Date up to and including December 31 of the same calendar year, and thereafter shall mean a calendar year.

Unless otherwise indicated, all monetary amounts are expressed in this Agreement in U.S. Dollars. References to $ will be references to U.S. Dollars.

The division of this Agreement into Articles, sections, subsections and Schedules and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a Section or Schedule refers to the specified Section or Schedule to this Agreement. In this Agreement, the terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement and not to any particular part, Section, Schedule or the provision hereof.

Unless otherwise indicated to the contrary herein by the context or use thereof (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof, (ii) the word “including” means “including, but not limited to,” (iii) words importing the singular will also include the plural, and vice versa, and (iv) any reference to any federal, state, local, or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder.

The following Schedules are attached to, incorporated in and form part of this Agreement:

Schedule A    -    Minimum Run Quantity, and Price

Schedule B    -    Stability Testing Activities

Schedule C    -    Active Materials

Schedule D    -    Development Costs and Expenses

Schedule E        Capital Expenditures

2.1Technology Transfer Activities.

    

Within [**] days of the Effective Date, and on an ongoing basis thereafter, MDCO will supply APP with the materials and documentation that are in MDCO's possession free of an obligation of confidentiality to a third party, which will include Know-How and any other knowledge, documentation and information that may be necessary or useful for APP to commercially manufacture the Product. The manufacture of the Product will be transferred to the Manufacturing Site according to a time schedule to be agreed upon between the Parties. In addition, APP agrees to initiate as soon as reasonably possible the technical transfer and feasibility activities necessary for the transfer of the commercial manufacture of the Product to the Manufacturing Site.

For the Initial Supply Term, MDCO shall order at least [**] percent ([**]%) of its requirements for sale of Product in the Territory from APP and APP shall use Commercially Reasonable Efforts to supply MDCO all such amounts ordered (pro-rata for any non-full Year during the Initial Supply Term). For the Subsequent Supply Term, MDCO shall order at least [**] percent ([**]%) of MDCO's requirements for sale of Product in the Territory and APP shall use Commercially Reasonable Efforts to supply MDCO all such amounts ordered (pro-rata for any non-full Year during the Subsequent Supply Term); [**]. In addition, APP shall supply Product to MDCO for resale to APP, under the terms of an AG Supply Agreement being entered into by the Parties contemporaneously herewith (the “AG Supply Agreement”).

APP shall provide the Manufacturing Services for the Territory, as specified in Schedules A and B. APP and MDCO agree that for all Product supplied to MDCO pursuant to this Agreement:

  

APP shall provide the Manufacturing Services in accordance with (i) the Specifications; (ii) any other terms and conditions provided in the Quality Agreement; (iii) the cGMPs and any other applicable legal requirements as specified by any Regulatory Authority. APP's responsibilities and obligations with respect to the manufacture of the Product as set forth in this Section 2.4 are herein referred to as the "Manufacturing Requirements".

MDCO hereby agrees that APP may subcontract to an Affiliate any Manufacturing Services under this Agreement provided that APP identifies in writing the Affiliate and the Manufacturing Services to be provided and MDCO consents in writing, such consent not to be unreasonably withheld by MDCO (such a subcontractor, herein a “Subcontractor.”) It is understood that APP shall enter into an agreement with its Affiliate that contains confidentiality and non-use terms similar to and at least as strict as those set forth in Article 11 of this Agreement, as well as any other terms necessary to ensure that APP meets its obligations under this Agreement. For the avoidance of doubt, the subcontracting of any Services hereunder by APP shall not relieve APP of, and APP shall remain solely liable for, its obligations under this Agreement.

therein, including as may be attributed to a Force Majeure Event pursuant to Section 13.7 but excluding as may be attributed to the failure of MDCO to comply with its obligations under this Agreement (including but not limited to the failure to supply Active Materials) (individually or collectively a "Supply Interruption"), it is agreed by the Parties that MDCO, in its discretion, may cancel any and all Firm Orders for Product outstanding at the commencement of a Supply Interruption by providing written notice to APP, and MDCO may also, in its discretion, suspend providing further forecasts and Firm Orders to APP until a Recommencement Date (defined below). Following a Supply Interruption and until a Recommencement Date, it is agreed by the Parties that MDCO, in its discretion, may be supplied by a secondary supplier with Product to meet MDCO's full requirements of Product. All amounts of Product supplied by a secondary supplier to MDCO during a Supply Interruption (including all amounts forecasted or ordered before a Recommencement Date, regardless if whether delivered after a Recommencement Date) shall be credited toward MDCO's obligation under Section 2.2 to purchase a percentage amount, as applicable, of its requirements from APP and shall be treated as if such amounts of Product had been supplied from APP.

Pursuant to the terms of this Agreement, MDCO shall pay APP the Price for each Product during the term of this Agreement. For the purpose of clarity, the Price includes all payment to APP for the Manufacturing Services.

MDCO shall reimburse APP for the Development Costs and Expenses actually spent or incurred by APP during the term of this Agreement that are listed on Schedule D; provided that MDCO shall not pay APP more than [**] U.S. Dollars ($[**]) pursuant to this Section 3.2. MDCO will not reimburse APP for expenses incurred by APP before the Effective Date. APP shall invoice MDCO for Development Costs and Expenses within [**] days of being spent or incurred by APP and MDCO shall pay all such invoices within [**] days of the date thereof.

MDCO shall reimburse APP for the Capital Expenditures actually spent or incurred by APP during the term of this Agreement that are listed on Schedule E; provided that MDCO shall not pay APP more than [**] U.S. Dollars ($[**]) pursuant to this Section 3.3. MDCO will not reimburse APP for expenses incurred by APP before the Effective Date. APP shall invoice MDCO for Capital Expenditures within [**] days of being spent or incurred by APP and MDCO shall pay all such invoices within [**] days of the date thereof.

MDCO shall at its sole cost and expense, deliver the Active Materials to APP (in accordance with Section 2.2(g)) in sufficient quantities and at such times to facilitate the provision of the Manufacturing Services by APP. The Active Materials shall be held by APP on behalf of MDCO in accordance with the Specifications, with any other label and invoice instructions given by MDCO from time to time in accordance with this Agreement and with the current GMPs. Title to the Active Materials shall at all times belong to and remain the property of MDCO. Any Active Materials received by APP shall only be used by APP to provide the Manufacturing Services.

During the Initial Supply Period, APP shall be entitled to an adjustment equal to [**] percent ([**]%) of the Price no more than once per Year.

The Price for the Product during any Year subsequent to [**], shall be determined in accordance with the following: APP shall be entitled to an adjustment to the Price in respect of the Product to reflect inflation, which adjustment shall be based on the annual change in the Producer Price Index applicable to pharmaceutical preparations published by the U.S. Bureau of Labor Statistics, Department of Labor (or any applicable successor index to be agreed to by the Parties in good faith in the event of the discontinuation of same) over the prior twelve (12) month period, provided that such adjustment is not greater than [**] percent ([**]%). In connection with such Price adjustment, three (3) months prior to the effective date of the adjusted Price, APP shall deliver to MDCO a statement outlining the percentage change in the Producer Price Index upon which such price adjustment is based. The adjusted prices shall be effective as of January 1 of the same Year in which the adjustment is required and shall be applied to all Firm Orders on or after January 1.

MDCO may only order Manufacturing Services in respect of batches of Product in multiples of the Minimum Run Quantities as set out in Schedule A.

Shipments of Product shall be made EXW (Incoterms 2010) MDCO's designated facility, unless otherwise mutually agreed. Product shall be transported in accordance with the Specifications.

Invoices shall be sent by email to the accounts payable email address provided by MDCO. Invoices will be sent, by APP to MDCO, at the time the Product is shipped to MDCO. Disputes regarding the amount of the invoices will not suspend MDCO's payment obligations. Each such invoice shall, to the extent applicable, identify MDCO's Manufacturing Services purchase order number, Product numbers, names and quantities, unit price, freight charges and the total amount to be remitted by MDCO. MDCO shall pay all such invoices within [**] days of the date thereof.

the Parties, consistent with the circumstances pertaining to the Product shortage or damage.

APP shall have no obligation for any product claims under Sections 6.1 or 6.2 to the extent such product claim (i) is caused by deficiencies with respect to the Specifications, the safety, efficacy or marketability of the Product or any distribution thereof, (ii) results from a defect in a Component that is not reasonably discoverable by APP using the test methods set forth in the Specifications, (iii) results from a defect in the Active Materials supplied by MDCO that is not reasonably discoverable by APP using the test methods set forth in the Specifications, (iv) is caused by actions of third parties occurring after such Product is shipped by APP pursuant to Section 5.3, (v) is due to packaging or labeling defects or omissions for which APP has no responsibility, (vi) is due to any unascertainable reason despite APP's having met the Manufacturing Requirements, or (vii) is due to any other breach by MDCO of its obligations under this Agreement.

MDCO shall not dispose of any damaged, defective, returned or recalled Product in relation to which it intends to assert a claim against APP without APP's prior written authorization to do so. Alternatively, APP may instruct MDCO to return such Product to APP. APP shall bear the cost of disposition with respect to any damaged, defective, returned or recalled Product in relation to which it bears responsibility under Sections 6.1 or 6.2 hereof. In all other circumstances, MDCO shall bear the cost of disposition, including all applicable fees for Manufacturing Services, with respect to any damaged, defective, returned or recalled Product.

6.4Healthcare Provider or Patient Questions and Complaints.

MDCO shall have the sole responsibility for responding to questions and complaints from its customers. Questions or complaints received by APP from MDCO's customers, healthcare providers or patients shall be promptly referred to MDCO. APP shall co-operate as reasonably required to allow MDCO to determine the cause of and resolve any such questions and complaints. Such assistance shall include follow-up investigations, including testing. In addition, APP shall provide MDCO with all mutually agreed upon information that will enable MDCO to respond properly to questions or complaints relating to the Product as provided in the Quality Agreement. Unless it is determined that the cause of any such complaint resulted from a failure by APP to provide the Manufacturing Services in accordance with the Manufacturing Requirements, all costs incurred in respect of this Section 6.4 shall be borne by MDCO. In the event that the cause of the complaint is attributable to a failure by APP to provide the Manufacturing Services in accordance with the Manufacturing Requirements, such Product shall be deemed to be

defective product as set forth in Section 6.2(a); and, MDCO shall be entitled to compensation and reimbursement by APP for such defective product in accordance with the provisions of Sections 6.1, 6.2 and 10.2.

Each Party shall forthwith upon execution of this Agreement appoint one of its employees to be a relationship manager responsible for liaison between the Parties. The relationship managers shall meet not less than quarterly to review the current status of the business relationship and manage any issues that have arisen.

APP will provide MDCO with reasonable access at mutually agreeable times and during regular business hours to the areas of the Manufacturing Site in which the Product is manufactured, stored, handled or shipped to permit MDCO to verify that the Manufacturing Services are being performed in accordance with the Manufacturing Requirements. But, with the exception of “for-cause” audits, MDCO will be limited each Year to one cGMP-type audit, lasting no more than [**] days, and involving no more than [**] auditors. MDCO may request additional cGMP-type audits, additional audit days, or the participation of additional auditors, which will be subject to APP's consent, not to be unreasonably withheld, delayed or conditioned. The right of access provided in this Section 7.2 will not include a right to access or inspect APP's financial records.

APP will supply on an annual basis all Product data in its control, including release test results, complaint test results, and all investigations (in manufacturing, testing and storage), that MDCO reasonably requires in order to complete any filing under any applicable regulatory regime, including any Annual Report that MDCO is required to file with the FDA, or other applicable competent Regulatory Authority.

MDCO shall own, and is solely responsible for maintaining any Marketing Authorization necessary for the marketing of the Product in the Territory and any relevant costs shall be borne by MDCO. For the avoidance of doubt, MDCO shall be responsible for, and shall promptly reimburse APP for, all reasonable costs and expenses incurred by or on behalf of APP or its supply contractors in connection with the implementation of any changes to the Product and/or Product Specifications that are requested by MDCO or any Authority, or are necessary to comply with such requests.

This Agreement shall become effective as of the Effective Date and shall continue until the end of the Subsequent Supply Term (the "Initial Term"), unless terminated earlier by one of the Parties in accordance herewith. This Agreement shall continue after the Initial Term at MDCO's sole option and discretion for an additional term of two (2) years. MDCO will provide APP notice within ninety (90) days of the end of the Subsequent Supply Term on whether the term of the Agreement will be extended for the additional two (2) year term. Thereafter this Agreement shall automatically terminate unless either Party gives written notice to the other Party of its intention to renew this Agreement at least eighteen (18) months prior to the end of the then current term, which renewal will be subject to both Parties' agreement. Notwithstanding anything herein to the contrary, except as to a termination of this Agreement under Sections 8.2(a) by MDCO for APP's breach, or Section 8.2(c), in the event this Agreement terminates during or before a period when MDCO is to supply authorized generic product to APP pursuant to the AG Supply Agreement, this Agreement shall remain in effect solely with respect to, and to allow for, the supply of

such authorized generic product to APP pursuant to the AG Supply Agreement.

8.3Product Discontinuation.

MDCO shall provide at least [**] months advance notice if it intends to no longer order Manufacturing Services for the Product due to discontinuance in its marketing. In the event MDCO subsequently decides to reintroduce and market the Product in the Territory, MDCO shall be obligated to offer APP the right of first refusal to provide the Manufacturing Services under the terms of this Agreement.

If this Agreement is completed, expires or is terminated in whole or in part for any reason, then (in addition to any other remedies APP may have in the event of default by MDCO):

of termination or expiry of this Agreement.

Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the Parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the Parties pursuant to Articles 1, 8, 9, 10, 11, 12, and 13 and Sections 6.2, 6.3, and 6.4, all of which survive any termination.

Each Party covenants, represents and warrants that it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder.

APP covenants, represents and warrants that it shall perform the Manufacturing Services in accordance with the Manufacturing Requirements.

APP covenants that it will not in the performance of its obligations under this Agreement use the services of any person debarred or suspended under 21 U.S.C. §335(a) or (b), or any analogous law or regulation. APP represents that it does not have at the execution date of this Agreement, and covenants that it will not hire, as an officer or an employee any person who has been convicted of health care fraud or a felony under the laws of the United States for conduct relating to the regulation of any drug product under the 21 U.S.C. § 301 et seq. If any of APP or APP's Affiliate directors, officers, employees, agents, representatives or advisors, who perform services under this Agreement is debarred or receives notice of an action or threat of action of debarment, APP shall immediately notify MDCO of same and shall take all the appropriate disciplinary actions against the individuals responsible for the activity which constitutes cause for debarment. MDCO shall be entitled to terminate this Agreement pursuant to Section 8.2(a) in the event of debarment of APP or its Affiliates.

In the event the Active Materials are damaged or lost due to the failure of APP to provide the Manufacturing Services in accordance with the Manufacturing Requirements, APP shall be responsible for any loss or damage to the Active Materials.

APP and its Affiliates agree to defend, indemnify and hold MDCO, its officers, employees and agents harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties resulting from, or relating to any claim of personal injury or property damage, to the extent that such injury or damage is the result of: (i) a breach of this Agreement by APP, including, without limitation, any representation

or warranty contained herein, or (ii) APP's gross negligence or wilful misconduct in performing the Manufacturing Services in accordance with the Manufacturing Requirements, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the gross negligence or wrongful act(s) of MDCO, its officers, employees or agents or Affiliates.

In the event of a claim, MDCO shall: (a) promptly notify APP of any such claim; (b) use commercially reasonable efforts to mitigate the effects of such claim; (c) reasonably cooperate with APP in the defence of such claim; (d) permit APP to control the defence and settlement of such claim, all at APP's cost and expense.

MDCO agrees to defend, indemnify and hold APP, its Affiliates, officers, employees and agents harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties resulting from, or relating to any claim of personal injury or property damage to the extent that such injury or damage is the result of: (i) a breach of this Agreement by MDCO, including, without limitation, any representation or warranty contained herein, or (ii) any personal injury (including death) or property damage caused by the Product, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are (i) due to the gross negligence or wrongful act(s) of APP, its officers, employees or agents, or (ii) subject to APP's indemnification under Section 10.2 of this Agreement or Section 8.2 of the AG Supply Agreement.

In the event of a claim, APP shall: (a) promptly notify MDCO of any such claims; (b) use commercially reasonable efforts to mitigate the effects of such claim; (c) reasonably cooperate with MDCO in the defence of such claim; (d) permit MDCO to control the defence and settlement of such claim, all at MDCO's cost and expense.

The provisions of this Agreement (including, without limitation, this Article 10) are reasonable and create a reasonable allocation of risk having regard to the relative profits the Parties respectively expect to derive from the Product, and that APP, in its fees for the provision of the Manufacturing Services, has not accepted a greater degree of the risks arising from the manufacture, distribution and use of the Product, based on the fact that MDCO has developed and holds the marketing approval for the Product and requires APP to manufacture the Product strictly in accordance with the Specifications, and that MDCO and not APP is in a position to inform and advise potential users of the Product as to the circumstances and manner of use of the Product.

In consideration for and as a condition to the Parties furnishing to one another access to Confidential Information, the Parties agree as follows:

In the event of any dispute arising out of or in connection with this Agreement (other than a dispute determined in accordance with Section 6.1(b) or a Technical Dispute), the Parties shall first try to solve it amicably. In this regard, either Party may send a notice of dispute to the other, and each Party shall appoint, within [**] Days from receipt of such notice of dispute, a single representative to handle the dispute. The representatives so designated shall confer as necessary in order to solve such dispute. If these representatives fail to solve the matter within [**] from their appointment, or if a Party fails to appoint a representative within the [**] Day period set forth above, such dispute shall immediately be referred to the Chief Operating Officer (or such other officer as he/she may designate) of each Party who will meet and discuss as necessary in order to try to solve the dispute amicably. Should the Parties fail to reach a resolution under this Section 12.1, the dispute will be referred to a court of competent jurisdiction in accordance with Section 13.15.

In the event of a dispute (other than disputes in relation to the matters set out in Sections 6.1(b) and 12.1) between the Parties that is exclusively related to technical aspects of the manufacturing, quality control testing, handling, storage or other activities under this Agreement (a "Technical Dispute"), the Parties shall make all reasonable efforts to resolve the dispute by amicable negotiations. In this regard, senior representatives of each Party shall, as soon as practicable and in any event no later than [**] Days after a written request from either Party to the other, confer in good faith to resolve any Technical Dispute. If, despite such efforts, the Parties are unable to resolve a Technical Dispute within a reasonable time, and in any event within [**] Days of such written request, the Technical Dispute shall, at the request of either Party, be referred for determination to a mutually acceptable expert with experience and expertise in the subject matter of the dispute. The costs and expenses of the expert shall be shared equally by the Parties. In the event that the Parties cannot agree whether a dispute is a Technical Dispute, Section 12.1 shall prevail. For greater certainty, the Parties agree that the release of the Product for sale or distribution pursuant to the applicable marketing approval for such Product shall not by itself indicate compliance by APP with its obligations in respect of the Manufacturing Services and further that nothing in this Agreement shall remove or limit the authority of the relevant qualified person (as specified by the Quality Agreement) to determine whether the Product are to be released for sale or distribution.

Subject to Section 13.1, all Intellectual Property of MDCO shall be owned by MDCO and all Intellectual Property of APP or its Affiliates shall be owned by APP. Neither Party has, nor shall it acquire, any interest in any of the other Party's Intellectual Property unless otherwise expressly agreed to in writing signed by an authorized representative of each Party. Each Party agrees not to use any prior Intellectual Property of the other Party, except as specifically authorized by the other Party or as required for the performance of its obligations under this Agreement.

Each Party shall maintain commercial general liability insurance, including blanket contractual liability insurance covering the obligations of that Party under this Agreement through the term of this Agreement and for a period of 1 (one) year thereafter, which insurance shall afford limits of not less than (i) $[**] for each occurrence for personal injury or property damage liability; and (ii) $[**] in the aggregate per annum with respect to product and completed operations liability. If requested each Party will provide the other with a certificate of insurance evidencing the above and showing the name of the issuing company, the policy number, the effective date, the expiration date and the limits of liability. The insurance certificate shall further provide for a minimum of thirty (30) days' written notice to the insured of a cancellation of, or material change in, the insurance. If a Party is unable to maintain the insurance policies required under this Agreement through no fault on the part of such Party, then such Party shall forthwith notify the other Party in writing and the Parties shall in good faith negotiate appropriate amendments to the insurance provision of this Agreement in order to provide adequate assurances.

The Parties are independent contractors and this Agreement shall not be construed to create between APP

and MDCO any other relationship such as, by way of example only, that of employer-employee, principal agent, joint-venturer, co-partners or any similar relationship, the existence of which is expressly denied by the Parties hereto.

Either Party's failure to require the other Party to comply with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement, with the exception of Sections 6.1.

Neither Party shall be liable for the failure to perform its obligations under this Agreement if such failure is occasioned by a cause or contingency beyond such Party's reasonable control, including, but not limited to, strikes or other labour disturbances, lockouts, riots, quarantines, communicable disease outbreaks, wars, acts of terrorism, fires, floods, storms, interruption of or delay in transportation, defective equipment, lack of or inability to obtain fuel, power or components or compliance with any order or regulation of any government entity acting within colour of right (a "Force Majeure Event"). A Party claiming a right to excused performance under this Section 13.7 shall immediately notify the other Party in writing of the extent of its inability to perform, which notice shall specify the occurrence beyond its reasonable control that prevents such performance. Neither Party shall be entitled to rely on a Force Majeure Event to relieve it from an obligation to pay money (including any interest for delayed payment) which would otherwise be due and payable under this Agreement.

Any notice, approval, instruction or other written communication required or permitted hereunder shall be sufficient if made or given to the other Party by personal delivery, by facsimile (fax) communication, or confirmed receipt email or by sending the same by first class mail, postage prepaid to the respective addresses or facsimile (fax) numbers or electronic mail addresses set forth below:

The Medicines Company

8 Sylvan Way

Parsippany, NJ 07054

Attention: Mr. Paul Antinori

Senior Vice President and General Counsel

Facsimile (fax) number: 862 ###-###-####

Email address: ***@***

The Medicines Company

8 Sylvan Way

Parsippany, NJ 07054

Attention: Mr. Bill O'Connor

Chief Accounting Officer

Facsimile (fax) number: 862 ###-###-####

Email address: Bill.O ***@***

APP Pharmaceuticals, LLC

1501 East Woodfield Road

Suite 300 East

Schaumburg, Illinois 60173

Attn: General Counsel

Fax: 847 ###-###-####

or to such other addresses, facsimile numbers or electronic mail addresses provided to the other Party in accordance with the terms of this Section 13.8. Notices or written communications made or given by personal delivery, facsimile or electronic mail shall be deemed to have been sufficiently made or given when sent (receipt acknowledged), or if mailed, five (5) days after being deposited in the European Union mail, postage prepaid or upon receipt, whichever is sooner.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. The Parties shall endeavor, in due form, to replace the invalid or void provision with a new provision or to fill the gap with a provision which best enables the economic purpose pursued to be achieved.

This Agreement, together with the Quality Agreement, constitutes the full, complete, final and integrated agreement between the Parties hereto relating to the subject matter hereof and supersedes all previous written or oral negotiations, commitments, agreements, transactions or understandings with respect to the subject matter hereof. Any modification, amendment or supplement to this Agreement must be in writing and signed by authorized representatives of both Parties. In case of conflict, the prevailing order of documents shall be this Agreement and then the Quality Agreement except in matters pertaining to product quality, GMP and regulatory responsibilities, in which case the Quality Agreement will prevail. THE TERMS OF ANY PURCHASE ORDER, ACKNOWLEDGMENT OR SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED IN THE CONTEXT OF THE SUBJECT MATTER OF THIS AGREEMENT WHICH ARE IN ADDITON TO OR INCONSISTENT WITH THE TERMS OF THIS AGREEMENT WILL HAVE NO EFFECT AND SUCH TERMS AND CONDITIONS ARE HEREBY EXPRESSLY EXCLUDED.

No terms, provisions or conditions of any purchase order or other business form or written authorization used by MDCO or APP will have any effect on the rights, duties or obligations of the Parties under or otherwise modify this Agreement, regardless of any failure of MDCO or APP to object to such terms, provisions, or conditions unless such document specifically refers to this Agreement and is signed by both Parties.

For greater certainty, nothing in this Agreement shall confer or be construed as conferring on any third party any benefit or the right to enforce any express or implied term of this Agreement.

This Agreement may be executed in two or more counterparts, by original or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

APP shall not make any use of MDCO's name, trademarks or logo or any variations thereof, alone or in connection with any other word or words, without the prior written consent of MDCO, which consent shall not be unreasonably withheld. 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof. All Parties hereby consent to, and will not dispute or contest, the jurisdiction and venue of the federal and state courts of the State of Delaware, for purposes of any action or proceeding to enforce the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement as of the date first written above.

by _/s/ J.R. Ducker____________

J.R. Ducker

President and CEO

by _/s/ Glenn Sblendorio__________

Glenn Sblendorio, EVP and CFO

* To be determined by the Parties in good faith prior to the Initial Supply Term.

APP and MDCO shall agree in writing on any stability testing to be performed by APP in connection with the Product. Such agreement shall specify the commercial and Product stability protocols applicable to the stability testing.