Edgar Filing: MEDICINES CO /DE

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 1

FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 000-31191
---------------------
THE MEDICINES COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 04-3324394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

FIVE SYLVAN WAY, SUITE 200 07054
PARSIPPANY, NEW JERSEY (Zip Code)
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(973) 656-1616

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $.001 PAR VALUE
(TITLE OF EACH CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

The aggregate market value of voting Common Stock held by non-affiliates of
the registrant was approximately $324,737,331 based on the last reported sale
price of the Common Stock on the Nasdaq National Market on June 28, 2002.

Number of shares of the registrant's class of Common Stock outstanding as of
February 28, 2003: 40,841,297.

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THE MEDICINES COMPANY

AMENDMENT NO. 1 TO

ANNUAL REPORT ON FORM 10-K/A

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................. 5
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 8

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K...... 8
Signatures............................................................ 10
Certifications........................................................ 11

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K/A is being filed for the purposes of (i)
amending the cover page to reflect the aggregate market value of voting common
stock held by non-affiliates as of June 28, 2002 and (ii) amending and restating
items 10, 12 and 13 of Part III to provide more current information regarding
the registrant's directors and officers and regarding security ownership of the
registrant's directors, officers and 5% stockholders, and to include disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K of the Security Act
of 1933 and of a transaction between us and one of our 5% stockholders.

In connection with these amendments, the registrant is including the
certifications required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, as exhibits 99.4, 99.5 and 99.6.
Item 15 of Part IV and the Exhibit Index are included in this Amendment No. 1 to
Form 10K/A to reflect such certifications.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers, directors and key employees and their respective
ages are as follows:

NAME AGE POSITION
---- --- --------

Clive A. Meanwell, M.D., Ph.D.*........... 45 Executive Chairman and Chairman of the
Board of Directors
David M. Stack*........................... 51 Chief Executive Officer, President and
Director
Steven H. Koehler, M.B.A.*................ 52 Vice President and Chief Financial Officer
Gary Dickinson............................ 51 Vice President
Sonja Barton Loar, Pharm. D., M.M. ....... 42 Vice President
Rick R. McClure, M.D. .................... 43 Vice President
David C. Mitchell......................... 49 Vice President
Stephanie Plent, M.D. .................... 41 Vice President
John D. Richards, D.Phil.*................ 46 Vice President
Fred M. Ryan, M.B.A. ..................... 51 Vice President
Peter Teuber, Ph.D.*...................... 44 Vice President
John W. Villiger, Ph.D. .................. 47 Vice President
Leonard Bell, M.D. ....................... 44 Director
Stewart J. Hen, M.B.A., M.S. ............. 36 Director
M. Fazle Husain, M.B.A.(1)................ 38 Director
T. Scott Johnson, M.D.(1)................. 55 Director
Armin M. Kessler, Dh.c.(1)(2)............. 64 Director
Nicholas J. Lowcock, M.B.A.(2)............ 39 Director
James E. Thomas, M.Sc.(2)................. 42 Director

------------
* Executive Officer

(1) Member of Audit Committee

(2) Member of the Compensation Committee

Set forth below is certain information regarding the business experience
during the past five years for each of the above-named persons.

Clive A. Meanwell, M.D., Ph.D. has been a director since the inception of
our company in July 1996 and has served as our Executive Chairman since
September 2001. From 1996 to September 2001, Dr. Meanwell served as our Chief
Executive Officer and President. From 1995 to 1996, Dr. Meanwell was a Partner
and Managing Director at MPM Capital L.P., a venture capital firm. From 1986 to
1995, Dr. Meanwell held various positions at Hoffmann-La Roche, Inc., a
pharmaceutical company, including Senior Vice President from 1992 to 1995, Vice
President from 1991 to 1992 and Director of Product Development from 1986 to
1991. Dr. Meanwell currently serves as a director of Endo Pharmaceuticals Inc.
Dr. Meanwell received an M.D. and a Ph.D. from the University of Birmingham,
United Kingdom.

David M. Stack has been our President and Chief Executive Officer and a
director since September 2001. From April 1, 2000 to September 2001, Mr. Stack
served as a Senior Vice President. From January 2000 to September 2001, Mr.
Stack also served as President and General Partner of Stack Pharmaceuticals,
Inc., a commercialization, marketing and strategy consulting firm serving
healthcare companies, and, from January 2000 to December 2001, as a Senior
Advisor to the Chief Executive Officer of Innovex Inc., a contract
pharmaceutical organization. Mr. Stack served as President and General Manager
of Innovex Inc. from May 1995 to December 1999. Mr. Stack currently serves as a
director of BioImaging Technologies, Inc. Mr. Stack received a B.S. in biology
from Siena College and a B.S. in pharmacy from Albany College of Pharmacy.

Steven H. Koehler, M.B.A. has been our Vice President and Chief Financial
Officer since April 2002. From March 2002 to April 2002, Mr. Koehler served as
our Vice President, Finance and Business Administration. From July 2001 to March
2002, Mr. Koehler was Vice President, Finance and Chief Financial Officer of
Vion Pharmaceuticals, Inc., a biotechnology company which develops cancer
treatments. From April 1999 to July 2001, Mr. Koehler served as Vice President,
Finance and Administration and as a member of the executive board of Knoll
Pharmaceuticals, Inc., a wholly owned subsidiary of BASF Corporation, the U.S.
subsidiary of a transnational chemical and life sciences company. From June 1997
to April 1999, Mr. Koehler was Vice President, Finance and Controlling for Knoll
AG in Ludwigshafen, Germany, the former global pharmaceutical subsidiary of BASF
AG. From November 1995 to June 1997, he served as Vice President, Value Based
Management for Knoll AG. Mr. Koehler was Vice President, Finance and Treasurer
for Boots Pharmaceuticals, Inc. from 1993 until its acquisition by Knoll in
1995. Mr. Koehler is a Certified Public Accountant. Mr. Koehler received a B.A.
degree from Duke University and an M.B.A. degree from the Kellogg Graduate
School of Management, Northwestern University.

Gary Dickinson has been a Vice President since April 2001 with a focus on
human resources activities. From March 2000 to April 2001, Mr. Dickinson was the
Vice President of Human Resources of Elementis Specialties, Inc., a specialty
chemicals manufacturing firm. From January 1997 to April 2001, Mr. Dickinson was
the Senior Director of Human Resources of Bristol-Myers Squibb Company, a
pharmaceuticals firm. Mr. Dickinson holds a B.A. from the University of
Sheffield, United Kingdom.

Sonja Barton Loar, Pharm. D., M.M., has been a Vice President since June
2000 with a focus on Regulatory Affairs. Dr. Loar joined us in June 2000 as the
Senior Director of Regulatory Affairs. Prior to joining us, Dr. Loar spent eight
years at Interneuron Pharmaceuticals, Inc., most recently as Vice President of
Regulatory Affairs. Prior to this, Dr. Loar was in international regulatory
affairs with Searle Pharmaceuticals Inc., a pharmaceutical company, and worked
in clinical research at DuPont Critical Care. Dr. Loar holds a Doctor of
Pharmacy from the University of Nebraska, after which she completed a two-year
hospital pharmacy residency at the University of Kentucky. In addition, Dr. Loar
holds a Masters of Management from the Kellogg Graduate School of Management,
Northwestern University.

Rick R. McClure, M.D., has been a Vice President since March 2003 with a
focus on endovascular medicine. Since October 1996, Dr. McClure has been the
President and Managing Partner of Kentucky Cardiovascular Group, PSC, a
partnership of doctors engaged in a general and invasive/interventional
cardiology practice. From July 1991 to October 1996, Dr. McClure was a partner
at Cardiovascular Consultants, PSC, a partnership of doctors engaged in a
general and invasive/interventional cardiology practice. Dr. McClure received a
Sc.A. and an M.D. from the University of Kentucky.

David C. Mitchell has been a Vice President since December 2000 with a
focus on information technology and information systems. From February 1999 to
December 2000, Mr. Mitchell was the Vice President of Information Technology for
Innovex Americas, Inc., a subsidiary of Innovex Inc., a contract pharmaceutical
company. From July 1997 to October 1998, Mr. Mitchell was Director of
Information Technology at NBC Broadcasting. From 1985 to July 1997, Mr. Mitchell
served as the Director of Information and Technology at the Walt Disney Company.
Mr. Mitchell received a Bachelor of Music from Arizona State University.

Stephanie Plent, M.D., has been a Vice President since July 2002 with a
focus on medical policy and economics. Dr. Plent joined us in July 2000. Prior
to joining us, Dr. Plent spent six years as Medical Director for Disease
Management, Aetna US Healthcare Inc., an insurance company, and before that as a
consultant in the Health Care Practice at Arthur D. Little Inc., a consulting
firm. Dr. Plent received her medical degree from the Royal Free Hospital School
of Medicine, United Kingdom.

John D. Richards, D.Phil. joined us in October 1997 and has been a Vice
President since 1999, with a focus on product manufacturing and quality. From
1993 until he joined us in October 1997, Dr. Richards was Director of Process
Development and Manufacturing at Immulogic Pharmaceutical Corporation, a
pharmaceutical company. From 1989 to 1993, Dr. Richards was a Technical Manager
at Zeneca PLC, a pharmaceutical company, where he developed and implemented
processes for the manufacture of peptides
2

as pharmaceutical active intermediates. In 1986, Dr. Richards helped establish
Cambridge Research Biochemicals, a manufacturer of peptide-based products for
pharmaceutical and academic customers. Dr. Richards received an M.A. and a
D.Phil. in organic chemistry from the University of Oxford, United Kingdom, and
has carried out post-doctoral research work at the Medical Research Councils
Laboratory of Molecular Biology in Cambridge, United Kingdom.

Fred M. Ryan, M.B.A. has been a Vice President since April 2000, with a
focus on corporate strategic development, new product acquisitions and Angiomax
commercial development. From April 2000 to September 2001, Mr. Ryan also served
as a Partner and the Vice President of Business Development of Stack
Pharmaceuticals, Inc. From July 1991 to April 2000, he held senior management
positions with Novartis Pharmaceuticals Corporation, a pharmaceutical company,
in the United States in the areas of Finance, Strategic Planning, Business
Development and Marketing, serving from 1998 to April 2000 as Executive Director
Mature Products responsible for managing sales and marketing activities for a
portfolio of products having annual sales in excess of $500 million. He received
a B.S. and a B.A. degrees from Bryant College and his M.B.A. from Fairleigh
Dickinson University.

Peter Teuber, Ph.D. has been a Vice President since June 2001 with a focus
on product development. From February 1990 to May 2001, Dr. Teuber held
positions at Roche Pharmaceuticals, Inc., a global pharmaceutical company,
working on product development, strategic marketing and business development. He
led the development and global marketing team working on XELODA(R), an oral
treatment, from the product's first human trials through the initial New Drug
Application filings, two supplemental filings and approval in the United States,
Europe and over 70 other countries. In addition, at Roche Dr. Teuber acted as
the head of project management and served as a member of the global regulatory
management team. Dr. Teuber received a Ph.D., in Pharmacy from the University of
Basel in Switzerland.

John W. Villiger, Ph.D. has been a Vice President since March 1997, with a
focus on cardiovascular product development. From December 1986 until he joined
us in March 1997, Dr. Villiger held various positions in product development at
Hoffmann-La Roche, Inc., a global pharmaceutical company, including Head of
Global Project Management from 1995 to 1996 and International Project Director
from 1991 to 1995. As Head of Global Project Management, Dr. Villiger was
responsible for overseeing the development of Hoffmann-LaRoche's pharmaceutical
portfolio, with management responsibility for over 50 development programs. As
International Project Director, Dr. Villiger was responsible for the global
development of Tolcapone, also known as tasmar. Dr. Villiger received a Ph.D. in
neuropharmacology from the University of Otago.

Leonard Bell, M.D. has been a director since May 2000. From January 1992 to
March 2002, Dr. Bell served as the President and Chief Executive Officer,
Secretary and Treasurer of Alexion Pharmaceuticals, Inc., a pharmaceutical
company. Since March 2002, Dr. Bell has served as the Chief Executive Officer,
Secretary and Treasurer of Alexion Pharmaceuticals, Inc. Since 1993, Dr. Bell
has served as an Adjunct Assistant Professor of Medicine and Pathology at the
Yale University School of Medicine. From 1991 to 1992, Dr. Bell was an Assistant
Professor of Medicine and Pathology and co-Director of the Program in Vascular
Biology at the Yale University School of Medicine. From 1990 to 1992, Dr. Bell
was an attending physician at the Yale-New Haven Hospital and an Assistant
Professor in the Department of Internal Medicine at the Yale University School
of Medicine. Dr. Bell was the recipient of the Physician Scientist Award from
the National Institutes of Health and Grant-in-Aid from the American Heart
Association. Dr. Bell is the recipient of various honors and awards from
academic and professional organizations and his work has resulted in more than
45 scientific publications, invited presentations and patent applications. Dr.
Bell is an invited Member of the State of Connecticut Governor's Council on
Economic Competitiveness and Technology and a director of Connecticut United for
Research Excellence, Inc. He also served as a director of the Biotechnology
Research and Development Corporation from 1993 to 1997. Dr. Bell currently also
serves as a director of Alexion Pharmaceuticals, Inc. Dr. Bell received an A.B.
from Brown University and an M.D. from the Yale University School of Medicine.

Stewart J. Hen, M.B.A., M.S. has been a director since February 2001. Since
January 2003, Mr. Hen has been a Managing Director of Warburg Pincus LLC, a
private equity investment firm. From May 2000

to January 2003, Mr. Hen was a Vice President of Warburg Pincus LLC. Mr. Hen
focuses on investments in the emerging life sciences area, including
biotechnology, specialty pharmaceuticals, drug delivery and diagnostics. From
1996 to May 2000, Mr. Hen was a consultant at McKinsey & Company, a consulting
firm, where he advised pharmaceutical and biotechnology companies on a range of
strategic management issues. Mr. Hen served at Merck & Company, a pharmaceutical
company, from 1991 to 1994 in manufacturing operations. Mr. Hen currently also
serves as a director of Synaptic Pharmaceuticals Corp. Mr. Hen received a B.S.
in chemical engineering from the University of Delaware, an M.S. in chemical
engineering from the Massachusetts Institute of Technology and an M.B.A. from
The Wharton School of the University of Pennsylvania.

M. Fazle Husain, M.B.A. has been a director since September 1998. Since
1987, Mr. Husain has been employed by Morgan Stanley & Co. Incorporated, an
investment banking firm, and is currently a Managing Director. Mr. Husain is
also a Managing Director of Morgan Stanley Venture Capital III, Inc. Mr. Husain
focuses primarily on investments in the health care industry, including health
care services, medical technology and health care information technology. He
currently also serves as a director of Allscripts Healthcare Solutions, Inc.,
Healthstream, Inc., Cross Country, Inc. and several privately held companies.
Mr. Husain received an Sc.B. degree in chemical engineering from Brown
University and an M.B.A. from the Harvard Graduate School of Business
Administration.

T. Scott Johnson, M.D. has been a director since September 1996. In July
1999, Dr. Johnson founded JSB Partners, L.P., an investment bank focusing on
mergers and acquisitions, private financings and corporate alliances within the
health care sector. From September 1991 to July 1999, Dr. Johnson served as a
founder and managing director of MPM Capital, L.P., a venture capital firm. Dr.
Johnson received both a B.S. and an M.D. from the University of Alabama.

Armin M. Kessler, Dh.c. has been a director since October 1998. Dr. Kessler
joined us after a 35-year career in the pharmaceutical industry, which included
senior management positions at Sandoz Pharma Ltd., Basel, Switzerland, United
States and Japan (now Novartis Pharma AG) and, most recently, at Hoffmann-La
Roche, Basel where he was Chief Operating Officer and Head of the Pharmaceutical
Division until 1995. Dr. Kessler currently also serves as a director of Spectrum
Pharmaceuticals, Inc. and Gen-Probe Incorporated. Dr. Kessler received degrees
in physics and chemistry from the University of Pretoria, a degree in chemical
engineering from the University of Cape Town, a law degree from Seton Hall and
an honorary doctorate in business administration from the University of
Pretoria.

Nicholas J. Lowcock, M.B.A. has been a director since December 2000, and he
previously served as a director from September 1996 until December 1998. Mr.
Lowcock has served as a Managing Director of Warburg Pincus LLC, a private
equity investment firm, since January 2000. Since October 2002, Mr. Lowcock has
also been a member of the Executive Management Group of Warburg Pincus LLC. Mr.
Lowcock has been a member of Warburg Pincus LLC since 1994 and previously served
as a Vice President. From 1992 to 1994, Mr. Lowcock was a consultant with the
Boston Consulting Group. Mr. Lowcock currently also serves as a director of
several privately held companies. Mr. Lowcock received a B.A. in Experimental
Psychology from Oxford University and an M.B.A. from The Wharton School of the
University of Pennsylvania.

James E. Thomas, M.Sc. has been a director since September 1996. Since
March 2001, Mr. Thomas has served as Managing Partner of Thomas, McNerney &
Partners, LLC, a health care private equity investment fund. From 1989 to June
2000, Mr. Thomas served in various capacities, including from 1994 to 2000, as a
Partner and Managing Director, at E.M. Warburg, Pincus & Co., LLC, a private
equity investment firm. From 1984 to 1989, Mr. Thomas was a Vice President of
Goldman Sachs International, an investment banking firm, in London. Mr. Thomas
currently also serves as a director of Transkaryotic Therapies, Inc. and Wright
Medical Group. Mr. Thomas received a B.Sc. in finance and economics from The
Wharton School of the University of Pennsylvania and an M.Sc. in economics from
the London School of Economics.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers and holders of more than ten percent of our
common stock to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and other equity securities. Based solely
on our review of copies of reports filed by the reporting persons furnished to
us, or written representations from reporting persons, we believe that during
2002, the reporting persons complied with all Section 16(a) filing requirements,
other than two late filings by each of Drs. Richards and Teuber, and one late
filing by each of Messrs. Koehler and Stack and Dr. Meanwell.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table presents information we know regarding the beneficial
ownership of our common stock as of February 28, 2003 for each person, entity or
group of affiliated persons whom we know to beneficially own more than 5% of our
common stock. The table also sets forth such information for our directors and
named executive officers, individually, and our directors and executive officers
as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.
Except as indicated by footnote, to our knowledge, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. Common stock purchase warrants and
options to purchase shares of common stock that are exercisable within 60 days
of February 28, 2003 are deemed to be beneficially owned by the person holding
such options for the purpose of computing ownership of such person, but are not
treated as outstanding for the purpose of computing the ownership of any other
person. Applicable percentage of beneficial ownership is based on 40,841,297
shares of common stock outstanding as of February 28, 2003.

Unless otherwise indicated in the footnotes, the address of each of the
individuals named below is: c/o The Medicines Company, Five Sylvan Way, Suite
200, Parsippany, New Jersey 07054.

NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER: OWNED OWNED
------------------------------------------------------- ------------ ---------------

Wellington Management Company, LLP(1).................. 5,357,240 13.1%
Biotech Growth N.V.(2)................................. 3,656,425 8.8%
T. Rowe Price Associates, Inc.(3)...................... 2,996,810 7.3%
Mutuelles AXA(4)....................................... 2,096,430 5.1%
QFinance, Inc.(5)...................................... 2,062,520 5.1%
Clive A. Meanwell(6)................................... 627,990 1.5%
David M. Stack(7)...................................... 254,364 *
Steven H. Koehler(8)................................... 60,334 *
John M. Nystrom(9)..................................... 2,205 *
John D. Richards(10)................................... 28,852 *
Peter Teuber(11)....................................... 66,534 *
Leonard Bell(12)....................................... 15,647 *
Stewart J. Hen(13)..................................... 16,789 *
M. Fazle Husain(14).................................... 120,113 *
T. Scott Johnson(15)................................... 84,824 *
Armin M. Kessler(16)................................... 91,311 *
Nicholas J. Lowcock(17)................................ 17,623 *

NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER: OWNED OWNED
------------------------------------------------------- ------------ ---------------

James E. Thomas(18).................................... 67,847 *
All directors and executive officers as a group (12
persons)............................................. 1,451,273 3.5%

------------
* Represents beneficial ownership of less than 1%.

(1) Includes shares owned by various investors for which Wellington Management
Company, LLP serves as investment advisor with shared power to direct
investments and/or to vote the shares. The shares were acquired by
Wellington Trust Company, NA, a wholly owned subsidiary of Wellington
Management Company, LLP. The address of Wellington Trust Company, NA and
Wellington Management Company, LLP is 75 State Street, Boston,
Massachusetts 02109. This information is based on a Schedule 13G/A filed by
Wellington Management Company, LLP with the SEC on February 12, 2003.

(2) Consists of warrants to purchase 675,925 shares and 2,980,500 shares owned
directly by Biotech Growth N.V. with respect to which BB Biotech AG and
Biotech Growth N.V. share voting and dispositive power. Biotech Growth N.V.
is a wholly owned subsidiary of BB Biotech AG. The address of Biotech
Growth N.V. is Calle 53, Urbanizacion Obarrio, Torre Swiss Bank, Piso 16,
Panama City, Zona 1, Republic of Panama. This information is based on a
Schedule 13G/A filed by BB Biotech AG on behalf of Biotech Growth N.V. with
the SEC on February 14, 2003.

(3) Includes shares owned by various individual and institutional investors for
which T. Rowe Price Associates, Inc. serves as investment advisor with
power to direct investments and/or sole power to vote the shares. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, T. Rowe Price Associates, Inc. is deemed to be a beneficial owner of
such shares; however, T. Rowe Price Associates, Inc. expressly disclaims
that it is, in fact, the beneficial owner of such shares. The address of T.
Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland
21202. This information is based on a Schedule 13G/A filed by T. Rowe Price
Associates, Inc. with the SEC on February 4, 2003.

(4) Includes 8,000 shares owned directly by AXA Rosenberg Investment Management
LLC, a wholly owned subsidiary of AXA, 1,977,330 shares held by Alliance
Capital Management L.P., a majority owned subsidiary of AXA Financial,
Inc., on behalf of unaffiliated third-party client discretionary investment
advisory accounts and 111,100 shares owned by The Equitable Life Assurance
Society of the United States, a wholly owned subsidiary of AXA Financial,
Inc. Mutelles AXA, a group of companies consisting of AXA Conseil Vie
Assurance Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurance Vie
Mutuelle and AXA Courtage Assurance Mutuelle, is the parent holding company
of AXA. AXA is the parent holding company of AXA Financial, Inc. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, as amended, Mutelles AXA (and each company of the group thereof) and
AXA are deemed to be beneficial owners of such shares; however, each
expressly disclaims that it is, in fact, the beneficial owner of such
shares. The address of AXA Conseil Vie Assurance Mutuelle, AXA Assurances
I.A.R.D. Mutuelle and AXA Assurance Vie Mutuelle is 370, rue Saint Honore,
75001 Paris, France. The address of AXA Courtage Assurance Mutuelle is 26,
rue Louis le Grand, 75002 Paris, France. The address of AXA is 25, avenue
Matignon, 75008 Paris, France. The address of AXA Financial, Inc. is 1290
Avenue of the Americas, New York, New York 10104. This information is based
on a Schedule 13G filed by AXA Conseil Vie Assurance Mutuelle, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurance Vie Mutuelle, AXA Courtage
Assurance Mutuelle, AXA and AXA Financial, Inc. with the SEC on February
12, 2003.

(5) Consists of shares owned directly by QFinance, Inc. with respect to which
Quintiles Transnational Corp. and QFinance, Inc. share voting and
dispositive power. QFinance, Inc. is a wholly owned subsidiary of Quintiles
Transnational Corp. The address of QFinance, Inc. is c/o Quintiles
Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North
Carolina 27703. This information is based on a Schedule 13G/A filed by
Quintiles Transnational Corp. and QFinance, Inc. with the SEC on February
14, 2003.

(6) Includes warrants to purchase 59,143 shares and options to purchase 366,261
shares. Excludes 350,000 shares subject to a pre-paid variable forward
sales contract, pursuant to which Dr. Meanwell pledged 350,000 shares to
secure a future obligation to deliver a maximum of 350,000 shares in
February 2006.

(7) Includes options to purchase 249,364 shares.

(8) Includes options to purchase 58,334 shares.

(9) Includes 1,100 shares held by one of Dr. Nystrom's children. Dr. Nystrom
disclaims beneficial ownership of the shares held by his child.

(10) Includes options to purchase 21,752 shares.

(11) Includes options to purchase 66,459 shares.

(12) Consists of options to purchase 15,647 shares. The address of Dr. Bell is
c/o Alexion Pharmaceuticals, Inc., 352 Knotter Drive, Chesire, Connecticut
06410.

(13) Consists of options to purchase 15,834 shares held by Mr. Hen and 955
shares held by Warburg, Pincus Ventures, L.P. Warburg, Pincus & Co. is the
sole general partner of Warburg, Pincus Ventures, L.P. Warburg, Pincus
Ventures, L.P. is managed by Warburg Pincus LLC. Mr. Hen is a member of
Warburg Pincus LLC and a general partner of Warburg, Pincus & Co. Mr. Hen
may be deemed to have an indirect pecuniary interest (within the meaning of
Rule 16a-1 under the Securities Exchange Act of 1934, as amended) in an
indeterminate portion of the shares beneficially owned by Warburg, Pincus
Ventures, L.P. Mr. Hen disclaims beneficial ownership of all of the shares
owned by the Warburg Pincus entities. The address of Mr. Hen is c/o Warburg
Pincus LLC, 466 Lexington Avenue, New York, NY 10017.

(14) Includes options to purchase 5,001 shares held by Mr. Husain, 93,767 shares
held by Morgan Stanley Venture Partners III, L.P., 8,983 shares held by
Morgan Stanley Venture Investors III, L.P., and 4,102 shares held by The
Morgan Stanley Venture Partners Entrepreneur Fund, L.P. Mr. Husain is a
managing member of Morgan Stanley Venture Partners III, L.L.C., which is
the general partner of each of the Morgan Stanley funds described above.
Mr. Husain disclaims such beneficial ownership except to the extent of his
pecuniary interest therein.

(15) Includes 5,000 shares held by Dr. Johnson as trustee, warrants to purchase
13,744 shares held by Dr. Johnson and options to purchase 5,001 shares held
by Dr. Johnson. The address of Dr. Johnson is c/o JSB Partners, Damonmill
Square 6A, Concord, Massachusetts 01742.

(16) Includes 3,000 shares held by Dr. Kessler's wife, warrants to purchase
33,796 shares held by Dr. Kessler and options to purchase 19,601 shares
held by Dr. Kessler.

(17) Consists of options to purchase 16,668 shares held by Mr. Lowcock and 955
shares held by Warburg, Pincus Ventures, L.P. Warburg, Pincus & Co. is the
sole general partner of Warburg, Pincus Ventures, L.P. Warburg, Pincus
Ventures, L.P. is managed by Warburg Pincus LLC. Mr. Lowcock is a member of
Warburg Pincus LLC and a general partner of Warburg, Pincus & Co. Mr.
Lowcock may be deemed to have an indirect pecuniary interest (within the
meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as
amended) in an indeterminate portion of the shares beneficially owned by
Warburg, Pincus Ventures, L.P. Mr. Lowcock disclaims beneficial ownership
of all of the shares owned by the Warburg Pincus entities. The address of
Mr. Lowcock is c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, NY
10017.

(18) Includes options to purchase 15,647 shares. The address of Mr. Thomas is
Woods End Road, New Canaan, Connecticut 06840.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2002 about the
securities authorized for issuance under our equity compensation plans,
consisting of our 2001 Plan, our 2000 Plan, our 1998 stock incentive plan, as
amended, and our employee stock purchase plan.

EQUITY COMPENSATION PLAN INFORMATION

NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES UNDER EQUITY
TO BE ISSUED UPON WEIGHTED-AVERAGE COMPENSATION PLANS
EXERCISE OF EXERCISE PRICE OF (EXCLUDING SECURITIES
PLAN CATEGORY OUTSTANDING OPTIONS OUTSTANDING OPTIONS REFLECTED IN COLUMN (A))
------------- -------------------- ------------------- ------------------------
(A) (B) (C)

Equity compensation plans approved by
security holders.................... 3,918,726 $12.06 1,581,871
Equity compensation plans not approved
by security holders................. 919,931 $ 9.51 252,880
--------- ------ ---------
Total............................ 4,838,657 $11.57 1,834,751

2001 NON-OFFICER, NON-DIRECTOR EMPLOYEE STOCK INCENTIVE PLAN

In May 2001, our board of directors approved the 2001 Plan pursuant to
which non-statutory stock options for up to 1,250,000 shares of common stock
were authorized to be issued to our employees, consultants and advisors and
those of our subsidiaries. The 2001 Plan has not been approved by our
stockholders.

Our board is authorized to administer the 2001 Plan, to adopt, amend and
repeal the administrative rules, guidelines and practices relating to the 2001
Plan and to interpret the provisions of the 2001 Plan. Our board may amend,
suspend or terminate the 2001 Plan at any time. In accordance with the
provisions of the 2001 Plan, our board of directors may delegate any or all of
its powers under the 2001 Plan to one or more committees or subcommittees of the
board.

Our board selects the recipients of awards under the 2001 Plan and
determines:

- the number of shares of common stock covered by such awards;

- the dates upon which such awards become exercisable;

- the exercise price of options; and

- the duration of the options.

If any award granted under the 2001 Plan expires or is terminated,
surrendered, canceled or forfeited, the unused shares of common stock covered by
such option or other award will again be available for grant under the 2001
Plan.

Our board is required to make appropriate adjustments in connection with
the 2001 Plan to reflect any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or
other similar event to the extent that the board determines, in good faith, that
such as adjustment is necessary and appropriate. Upon the occurrence of an
acquisition event, as defined in the 2001 Plan, the 2001 Plan requires our board
to take one or more of the following actions with respect to any then
outstanding options and other awards:

- provide that each outstanding option or award will be assumed, or an
equivalent option or award will be substituted by, the successor entity
or an affiliate of the successor entity;

- provide that all outstanding options become exercisable in full for a
specified period of time before such acquisition event takes place, even
if such options would not have been exercisable otherwise; and

- if the acquisition event involves a cash payment to holders of common
stock in exchange for their shares of common stock, provide for the
termination of all outstanding options and provide for a cash payment to
each option holder equal to the amount by which (1) the cash payment per
share of common stock paid the holders of common stock multiplied by the
number of shares of common stock subject to such outstanding option
(whether or not exercisable), exceeds (2) the total exercise price of
such options.

Upon the occurrence of a change in control, as defined in the 2001 Plan,
that is not an acquisition event, each option shall become immediately
exercisable in full if, on or prior to the first anniversary of the date of the
change in control event, a termination event, as defined in the 2001 Plan,
occurs, provided that the parties involved in the change of control have not
explicitly agreed to the contrary.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In August 1996, we entered into a strategic alliance with PharmaBio
Development Inc., a wholly owned subsidiary of Quintiles Transnational
Corporation and an affiliate of QFinance, Inc., one of our 5% stockholders.
Under the terms of the strategic alliance agreement, PharmaBio and any of its
affiliates who work on our projects will, at no cost to us, review and evaluate,
jointly with us, development programs we design related to potential or actual
product acquisitions. The purpose of this collaboration is to optimize the
duration, cost, specifications and quality aspects of such programs. PharmaBio
and its affiliates have also agreed to perform other services with respect to
our products, including clinical and non-clinical development services, project
management, project implementation, pharmacoeconomic services, regulatory
affairs and post marketing surveillance services and statistical programming,
data processing and data management services pursuant to work orders agreed to
by us and PharmaBio from time to time. During 2002, we paid PharmaBio $1.1
million for services rendered under this agreement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) Documents filed as part of this Report:

(1) Financial Statements. The Consolidated Financial Statements were
included as Appendix A and were filed as part of the Annual Report on Form
10-K. The Consolidated Financial Statements included:

PAGE
----

1. Report of Independent Auditors........................... F-2
2. Consolidated Balance Sheets.............................. F-3
3. Consolidated Statements of Operations.................... F-4
4. Consolidated Statements of Redeemable Convertible
Preferred Stock and Stockholders' Equity (Deficit)....... F-5
5. Consolidated Statements of Cash Flows.................... F-7
6. Notes to Consolidated Financial Statements............... F-8

(2) Exhibits. The exhibits set forth on the Exhibit Index following
the signature page to this Report are filed as part of this Report. This
list of exhibits identifies each management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Report.

(b) Reports on Form 8-K:

On October 25, 2002, we filed a current report on Form 8-K, dated
October 22, 2002, with the SEC in connection with our announcement of
financial results for the quarter and nine-month period ended September 30,
2002.

On November 27, 2002, we filed a current report on Form 8-K, dated
November 21, 2002, with the SEC in connection with a trading plan pursuant
to Rule 10b5-1 under the Exchange Act entered into by our President and
Chief Executive Officer, David Stack, and a pre-paid variable forward sales
contract entered into by our Executive Chairman, Clive Meanwell.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 7, 2003.

THE MEDICINES COMPANY

By: /s/ CLIVE A. MEANWELL
------------------------------------
Clive A. Meanwell

Executive Chairman

CERTIFICATIONS

I, Clive A. Meanwell, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Medicines
Company; and

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report.

/s/ CLIVE A. MEANWELL
--------------------------------------
Clive A. Meanwell
Executive Chairman

Dated: March 7, 2003

I, David M. Stack, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Medicines
Company; and

/s/ DAVID M. STACK
--------------------------------------
David M. Stack
President and Chief Executive Officer

Dated: March 7, 2003

I, Steven H. Koehler, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Medicines
Company; and

/s/ STEVEN H. KOEHLER
--------------------------------------
Steven H. Koehler
Chief Financial Officer

Dated: March 7, 2003

INDEX TO EXHIBITS

NUMBER DESCRIPTION
------ -----------

3.1(1) Third Amended and Restated Certificate of Incorporation of
the registrant
3.2(5) Amended and Restated By-laws of the registrant, as amended
4.1(1) Form of Common Stock Purchase Warrant dated October 19, 1999
4.2(1) Form of Common Stock Purchase Warrant dated March 2, 2000
10.1(1) 1998 Stock Incentive Plan, as amended
10.2(5) 2000 Employee Stock Purchase Plan, as amended
10.3(2)* 2000 Outside Director Stock Option Plan
10.4(6) 2001 Non-Officer, Non-Director Employee Stock Incentive Plan
10.4(1) Amended and Restated Registration Rights Agreement, dated as
of August 12, 1998, as amended, by and among the registrant
and the other parties thereto
10.6(1)+ Chemilog Development and Supply Agreement, dated as of
December 20, 1999, by and between the registrant and UCB
Bioproducts S.A.
10.7(1)+ License Agreement, dated as of June 6, 1990, by and between
Biogen, Inc. and Health Research, Inc., as assigned to the
registrant
10.8(1)+ License Agreement dated March 21, 1997, by and between the
registrant and Biogen, Inc.
10.9(1)+ Development and Commercialization Agreement, dated August
16, 1999, by and between the registrant and GyneLogix, Inc.
10.10(4) Termination Agreement, dated November 1, 2001, by and
between the Registrant and Stack Pharmaceuticals, Inc.
relating to the Services Agreement dated April 1, 2000, as
amended
10.11(3) Form of Stock Purchase Agreement dated May 11, 2001 between
the registrant and the selling stockholders party thereto
10.12(1)* Employment agreement dated September 5, 1996 by and between
the registrant and Clive Meanwell
10.15(2)* Employment Agreement dated October 16, 1997 by and between
the registrant and John D. Richards
10.18(4)* Amended and Restated Employment Agreement, dated November 1,
2001, by and between the Registrant and David M. Stack
10.19(1) Lease for One Cambridge Center dated March 15, 1997 by and
between Boston Properties, Inc. and the registrant, as
amended
10.20(2) Lease for Five Sylvan Way dated August 15, 2000, by and
between the registrant and Mack-Cali Morris Realty LLC
10.21(4) Assignment and Assumption of Lease, dated October 18, 2001,
by and between the Registrant and Stack Pharmaceuticals,
Inc.
10.22(7) Lease for 8 Campus Drive dated September 30, 2002 by and
between Sylvan/Campus Realty L.L.C. and the registrant
21(2) Subsidiaries of the registrant
23(7) Consent of Ernst & Young LLP, Independent Auditors
99.1(7) Executive Chairman -- Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

NUMBER DESCRIPTION
------ -----------

99.2(7) Chief Executive Officer -- Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.3(7) Chief Financial Officer -- Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.4 Executive Chairman -- Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.5 Chief Executive Officer -- Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.6 Chief Financial Officer -- Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

---------------

* Management contract or compensatory plan or arrangement filed as an exhibit
to this form pursuant to Items 15(a) and 15(c) of Form 10-K

+ Confidential treatment was granted for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act

(1) Incorporated by reference to the exhibits to the registration statement on
Form S-1 (registration no. 333-37404)

(2) Incorporated by reference to the exhibits to the registration statement on
Form S-1 (registration no. 333-53280)

(3) Incorporated by reference to the exhibits to the registration statement on
Form S-1 (registration no. 333-61430)

(4) Incorporated by reference to the exhibits to the registrant's quarterly
report on Form 10-Q for the quarter ended September 30, 2001

(5) Incorporated by reference to the exhibits to the registrant's annual report
on Form 10-K for the fiscal year ended December 31, 2001

(6) Incorporated by reference to the exhibits to the registration statement on
Form S-8 (registration no. 333-74612)

(7) Previously filed