Market Overview

The Medicines Company Announces Definitive Agreement to Sell its Infectious Disease Business Unit to Melinta Therapeutics


—Transaction will significantly strengthen the Company's financial
position; expected to provide sufficient cash and liquidity to advance
inclisiran through anticipated completion of pivotal trials and data
readout in second half of 2019—

—Transaction structure will provide potential to create additional
value through robust royalty structure on future sales of antibiotic
portfolio and ownership of Melinta common stock—

The Medicines Company (NASDAQ:MDCO) today announced that it has entered
into a definitive agreement to sell its infectious disease business unit
to Melinta Therapeutics, Inc. (NASDAQ:MLNT) for $270 million in upfront
consideration and guaranteed payments ($215 million of guaranteed cash
and $55 million of Melinta common stock), tiered royalty payments of 5%
to 25% on worldwide net sales of Vabomere™, Orbactiv® and Minocin IV,
and the assumption by Melinta of all royalty, milestone and other
payment obligations relating to those products.

"Today marks a significant milestone for the Company, as we take another
step along the strategic pathway we outlined in late 2015. In further
narrowing our focus onto inclisiran, we see great opportunity for
patients, physicians, healthcare providers and shareholders," said
Fredric N. Eshelman, Pharm.D., Executive Chairman of The Medicines
Company. "Together, the Company's Board and management team will work to
drive inclisiran forward, while supporting Melinta in maximizing the
value of our antibiotic portfolio and creating significant additional
value and liquidity for our shareholders through a robust royalty
structure on future sales of that portfolio and our ownership of Melinta
common stock."

Clive Meanwell, M.D., Ph.D., Chief Executive Officer of The Medicines
Company added, "We believe the transaction announced today will enable
us to achieve three critical goals for the Company and our shareholders.
First, we expect the transaction, when combined with our
previously-announced restructuring, to provide sufficient cash and
liquidity to advance inclisiran through the anticipated completion of
the ongoing Phase III development program and final data readout in the
second half of 2019, associated manufacturing development, and
recruitment with initial follow-up in our cardiovascular outcomes trial
– alleviating the need to sell equity in the Company. Second, the
transaction will allow us to optimize and focus our efforts and
resources on inclisiran, which we believe has the potential to be a
competitively-dominant, blockbuster product for the millions of at-risk,
often non-adherent, patients worldwide who continue to struggle with
high cholesterol given the limitations of available therapies. Third,
the transaction recognizes the value of our novel antibiotic products,
Vabomere, Orbactiv and Minocin IV, places many of our outstanding
employees into Melinta, a highly-capable, pure-play, emerging leader in
the antibiotics space, and allows The Medicines Company and our
shareholders to participate in the upside potential of the
commercialization of these products."

Dan Wechsler, President and Chief Executive Officer of Melinta, added,
"We have structured a transaction that benefits the shareholders of both
The Medicines Company and Melinta. I know that, with the team we
currently have on board at Melinta plus the team joining us from The
Medicines Company, Melinta will be well positioned to become the
pre-eminent, pure-play antibiotics company serving the entire infectious
disease community."

Alex Denner, Ph.D., Director of The Medicines Company, said, "The
consummation of this transaction will create the most value among the
options available to the Board and will put the Company and its
shareholders in a strategically good position. I commend management for
the conclusion of this competitive process. The Company now must be
laser focused on capital allocation and operational optimization for
inclisiran in order to accelerate shareholder value creation."

The transaction is expected to close in the first quarter of 2018,
subject to customary closing conditions, including the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the receipt of Melinta
shareholder approval for the issuance of Melinta common stock to the
Company and in connection with its financing for the transaction.
Holders of a majority of Melinta's outstanding common stock have entered
into binding agreements to vote in favor of the transaction.

Cadwalader, Wickersham & Taft LLP is serving as legal counsel, and Citi
is acting as financial advisor, to the Company in connection with the

Terms of Purchase and Sale Agreement

Pursuant to the terms of the Purchase and Sale Agreement, Melinta will
pay transaction consideration as follows:

  • $165 million in cash, paid at the closing;
  • Shares of Melinta common stock, with a market value equal to $55
    million, issued at closing (one-half of which will be subject to a
    180-day lockup);
  • $25 million in cash, paid on the 12-month anniversary of the closing;
  • $25 million in cash, paid on the 18-month anniversary of the closing;
  • Royalties on net sales of Vabomere, Orbactiv and Minocin IV as follows:
    • U.S. net sales of Vabomere:
      • On net sales above $50 million and at or below $100 million =
      • On net sales above $100 million and at or below $200 million =
      • On net sales above $200 million and at or below $500 million =
      • On net sales above $500 million = 25%
    • U.S. combined net sales of Minocin IV and Orbactiv
      • On net sales at or below $100 million = 5.0%
      • On net sales above $100 million = 15.0%
    • Ex-U.S. combined net sales of Vabomere, Orbactiv and Minocin IV
      • On all net sales, including all milestone and royalty payments
        or other consideration received from ex-U.S. transfers of
        rights with respect to the products = 15.0%
    • The Medicines Company's rights to receive royalty payments are
      transferable to a third party, including in connection with a
      royalty monetization transaction

Concurrent with the execution of the Purchase and Sale Agreement, The
Medicines Company received a binding commitment from an affiliate of
Deerfield Management Company, L.P. which has also committed to provide
financing to Melinta in connection with the transaction, to provide a
$100 million credit facility for working capital purposes and other
general corporate purposes. Loans under the credit facility will bear
interest at a rate of 5% per annum and, if drawn upon, will mature on
the earlier of (i) the closing of the Melinta transaction or (ii) one
year. The Deerfield facility is subject to the execution of definitive
loan documents.

About The Medicines Company

The Medicines Company is a biopharmaceutical company driven by an
overriding purpose – to save lives, alleviate suffering and contribute
to the economics of healthcare. The Company's mission is to create
transformational solutions to address the most pressing healthcare needs
facing patients, physicians and providers in serious infectious disease
care and cardiovascular care. The Company is headquartered in
Parsippany, New Jersey, with a global innovation center in California.

Forward-Looking Statements

Statements contained in this press release about The Medicines Company
that are not purely historical, and all other statements that are not
purely historical, may be deemed to be forward-looking statements for
purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Without limiting the foregoing, the words
"believes," "anticipates" "expects" and "potential" and similar
expressions, are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and
uncertainties that may cause the Company's actual results, levels of
activity, performance or achievements to be materially different from
those expressed or implied by these forward-looking statements.
Important factors that may cause or contribute to such differences
include the parties' ability to consummate the transaction; satisfaction
of the conditions to the completion of the transaction, including,
without limitation, expiration of termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the receipt of Melinta stockholder approval of the transaction;
the ability of the Company to successfully achieve the expense reduction
expected to result from the transaction and restructuring; the
commercial success of the infectious disease assets to be acquired by
Melinta; the ability of the Company to effectively develop inclisiran;
and such other factors as are set forth in the risk factors detailed in
the Company's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2017, which are incorporated
herein by reference. The Company specifically disclaims any obligation
to update these forward-looking statements.

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