The Medicines Company to Buy Incline Therapeutics

The Medicines Company, a publicly traded company, will buy Incline Therapeutics Inc., a company developing a compact, disposable, needleless Patient-Controlled
Analgesia system for the short-term management of acute postoperative pain. The Medicines Company has agreed to pay $185 million in an upfront payment, with additional payments if certain regulatory and
commercial milestones are met. Redwood City, Calif.-based Incline is backed by investors including Frazier Healthcare Ventures, 5AM Ventures, Technology Partners, Adams Street Partners, and Saints Capital.

PRESS RELEASE
The Medicines Company (NASDAQ: MDCO) announced today that it has entered
into an agreement to acquire Incline Therapeutics, Inc., a company
focused on the development of IONSYS(R) (fentanyl iontophoretic
transdermal system), a compact, disposable, needleless Patient-Controlled
Analgesia (PCA) system in development for the short-term management of
acute postoperative pain in the hospital setting.

The Medicines Company announced in a separate news release that it has
entered into a global collaboration and option agreement with
Bristol-Myers Squibb relating to Recothrom(R), a recombinant thrombin
approved by the U.S. Food and Drug Administration (FDA) for use as a
topical hemostat to control non-arterial bleeding during surgical
procedures.

“With two simultaneous transactions, selected and engineered as major
elements in an established acute and intensive care hospital strategy, we
believe The Medicines Company is in position to be the leading
biopharmaceutical industry player in perioperative care,” said Clive
Meanwell, MD, PhD, Chairman and Chief Executive Officer of The Medicines
Company.

IONSYS was originally developed and evaluated in an extensive clinical
program, including seven Phase 3 clinical trials, which formed the basis
of FDA and European Medicines Agency (EMA) marketing clearances in 2006
for the short-term management of acute post-operative pain in the
hospital setting. In 2008, IONSYS was launched in Europe, achieving
strong hospital formulary acceptance. However, due to device stability
issues, IONSYS was voluntarily recalled in Europe and was not launched in
the US. Incline acquired IONSYS from ALZA Corporation in 2010.

Glenn Sblendorio, President and Chief Financial Officer, said, “We have
been very impressed with the work that the Incline team has done to
address prior challenges and to prepare the product for near-term
resubmission for marketing in the US and Europe. We expect that if we
obtain IONSYS approval, we could launch IONSYS in early 2014 in the US
and soon thereafter in Europe.”

Alan Levy, Incline’s Chief Executive Officer, stated, “The Medicines
Company has a proven track record of success in developing and
commercializing acute and intensive care products, as highlighted by the
considerable success of Angiomax. We have great confidence in their
ability to optimize the therapeutic and commercial potential of IONSYS.”

The Medicines Company has agreed to pay Incline $185 million in an
upfront payment with additional payments if certain regulatory and
commercial milestones are met.

The Boards of Directors of both companies have unanimously approved the
agreement. Subject to obtaining requisite consents and approvals and the
satisfaction or waiver of certain conditions, including, without
limitation, the approval of the agreement by Incline’s stockholders and
the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
acquisition is expected to close in the first quarter of 2013. BofA
Merrill Lynch served as exclusive financial advisor and WilmerHale served
as legal advisor for the transaction for The Medicines Company. Incline’s
exclusive financial advisor for the transaction was Leerink Swann LLC,
while Cooley LLP served as its legal advisor.

Conference Call Webcast Information at 8:30 a.m. Eastern Time
The
Medicines Company will host a conference call Wednesday, December 12,
2012 at 8:30 a.m. Eastern Time to discuss both the Incline and Recothrom
transactions. The conference call will be available via phone and
webcast. The dial in information is listed below:

Domestic Dial In: 866 713.8566
International Dial In: 617 597.5325

Passcode for both dial in numbers: 58539279

Replay is available from 10:30 a.m. Eastern Time following the conference
call through December 19, 2012. To hear a replay of the call, dial 888
286.8010 (domestic) and 617 801.6888 (international). Passcode for both
dial in numbers is 68795863.

The webcast and supporting information can be accessed at The Medicines
Company’s website at www.themedicinescompany.com.

About The Medicines Company
The Medicines Company (NASDAQ: MDCO)
provides medical solutions to improve health outcomes for patients in
acute and intensive care hospitals worldwide. These solutions comprise
medicines and knowledge that directly impact the survival and well being
of critically ill patients. The Medicines Company’s website is
www.themedicinescompany.com.

About Incline Therapeutics, Inc.
Incline Therapeutics is a
hospital-focused specialty pharmaceutical company focused on the
development of IONSYS (fentanyl iontophoretic transdermal system), a
compact, disposable, needleless patient-controlled system in development
for the short-term management of acute postoperative pain in adult
patients requiring opioid analgesia during hospitalization. IONSYS has
completed Phase III development and was previously approved in the United
States and Europe. Prior to marketing IONSYS, Incline must seek approval
of a supplemental New Drug Application (sNDA) in the United States and a
Marketing Authorization Application (MAA) in Europe. Incline is led by a
management team with significant pharmaceutical and medical device
experience and financed by leading life science venture capital firms,
including Frazier Healthcare Ventures, 5AM Ventures, Technology Partners,
Adams Street Partners, and Saints Capital. The company is based in
Redwood City, California.