EX-10.38: AMENDMENT NO.2 TO LICENSE AGREEMENT

Exhibit 10.38

AMENDMENT NO. 2

TO

LICENSE AGREEMENT

          THIS AMENDMENT NO. 2 (“Amendment No. 2”) to the AGREEMENT (as defined below) is entered into as of 22 October, 2008 by and between ASTRAZENECA AB, a company incorporated under the laws of Sweden with its registered office at SE-151 85 Södertälje, Sweden (“ASTRAZENECA”) and The MEDICINES COMPANY, a company incorporated under the laws of Delaware with its registered office at 8 Campus Drive, Parsippany, New Jersey 07054, United States (“TMC”).

WITNESSETH:

          WHEREAS, the parties hereto are parties to that certain License Agreement regarding clevidipine effective as of March 28, 2003 and as amended on April 25, 2006 (the “Agreement”); and

          WHEREAS, the parties desire to further amend the Agreement as set forth herein.

          NOW, THEREFORE, the parties agree as follows:

1.

Capitalized terms used herein but not otherwise defined herein, shall have the meanings provided in the Agreement.

2.

Article 3.7.2 is amended and restated as follows:

          “3.7.2 Time Limit for Filing an NDA.

	(a)		TMC shall no later than 30 September 2007 have made a Filing of an NDA in the United States.
	(b)		TMC shall no later than 30 September 2009 have made a filing of an NDA in all the additional Major Markets, except as provided for in Article 3.7.2(c).
	(c)		TMC shall no later than 31 December 2010 have made a Filing of an NDA in Japan.”

3.

This Amendment No. 2 shall be deemed to be part of the Agreement and, as modified in accordance herewith, the Agreement is hereby ratified and declared in full force and effect. This Amendment No. 2 shall be effective as of the date first written above.

Exhibit 10.38

          IN WITNESS WHEREOF, this Amendment No. 2 has entered into force as of the date first written above.

ASTRAZENECA AB (publ)				THE MEDICINES COMPANY
By:		/s/ Gunnar Olsson		By:		/s/ John Kelley
		Name: Gunnar Olsson				Name: John Kelley
		Title: VP & Head of CVGI Therapy Area				Title: President and Chief Operating Officer