CUSIP No.
|
584688105
|
13G
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Page 2 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
|
SHARED VOTING POWER
2,577,371*
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7.
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SOLE DISPOSITIVE VOTING POWER
0
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8.
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SHARED DISPOSITIVE VOTING POWER
2,577,371*
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,577,371*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.84%
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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584688105
|
13G
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Page 3 of 11 Pages
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1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
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SEC USE ONLY
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||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,577,371*
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
2,577,371*
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,577,371*
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||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.84%
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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584688105
|
13G
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Page 4 of 11 Pages
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1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,391,650*
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
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||
8.
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SHARED DISPOSITIVE VOTING POWER
3,391,650*
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,391,650*
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||
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.37%
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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584688105
|
13G
|
Page 5 of 11 Pages
|
1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Limited
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,391,650*
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
3,391,650*
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,391,650*
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.37%
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||
12.
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
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584688105
|
13G
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Page 6 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
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SEC USE ONLY
|
||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
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SOLE VOTING POWER
40,000
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6.
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SHARED VOTING POWER
5,969,021*
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7.
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SOLE DISPOSITIVE VOTING POWER
40,000
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8.
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SHARED DISPOSITIVE VOTING POWER
5,969,021*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,009,021*
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.29%
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12.
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
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584688105
|
13G
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Page 7 of 11 Pages
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Item 1(a). | Name of Issuer: | |
The Medicines Company
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
8 Sylvan Way, Parsippany, New Jersey 07054
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P., Deerfield International Limited
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Management Company, L.P., 780 Third
Avenue, 37th Floor, New York, NY 10017, Deerfield International Limited,
c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre,
P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands
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Item 2(c). | Citizenship: | |
James E. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Partners, L.P. and
Deerfield Management Company, L.P. - Delaware limited partnerships,
Deerfield International Limited- British Virgin Islands corporation
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Item 2(d). | Title of Class of Securities: | |
Common Stock
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Item 2(e). | CUSIP Number: | |
584688105
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
CUSIP No.
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584688105
|
13G
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Page 8 of 11 Pages
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(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
Deerfield Capital, L.P. – 2,577,371 shares (Comprised of 2,338,571 shares and call options to purchase 238,800 shares held by Deerfield Partners, L.P.)
Deerfield Partners, L.P. – 2,577,371 shares (Comprised of 2,338,571 shares and call options to purchase 238,800 shares)
Deerfield Management Company, L.P. – 3,391,650 shares (Comprised of 3,087,350 shares and call options to purchase 304,300 shares held by Deerfield International Limited.)
Deerfield International Limited – 3,391,650 shares (Comprised of 3,087,350 shares and call options to purchase 304,300 shares)
James E. Flynn – 5,969,021 shares (Comprised of 5,425,921 shares and call options to purchase 543,100 shares held by Deerfield Partners, L.P. and Deerfield International Limited and 40,000 shares directly held by James E. Flynn)
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(b) | Percent of class: | ||
Deerfield Capital, L.P. – 4.84%
Deerfield Partners, L.P. – 4.84%
Deerfield Management Company, L.P. – 6.37%
Deerfield International Limited – 6.37%
James E. Flynn – 11.29%
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(c) | Number of shares as to which such person has: | ||||
(i) | Sole power to vote or to direct the vote |
James E. Flynn – 40,000
All other Reporting Persons - 0
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(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 2,577,371 (Comprised of 2,338,571 shares and call options to purchase 238,800 shares held by Deerfield Partners, L.P.)
Deerfield Partners, L.P. – 2,577,371 (Comprised of 2,338,571 shares and call options to purchase 238,800 shares)
Deerfield Management Company, L.P. – 3,391,650 (Comprised of 3,087,350 shares and call options to purchase 304,300 shares held by Deerfield International Limited)
Deerfield International Limited – 3,391,650 (Comprised of 3,087,350 shares and call options to purchase 304,300 shares)
James E. Flynn - 6,009,021 (Comprised of 5,425,921 shares and call options to purchase 543,100 shares held by Deerfield Partners, L.P. and Deerfield International Limited and 40,000 shares directly held by James E. Flynn)
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CUSIP No.
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584688105
|
13G
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Page 9 of 11 Pages
|
(iii) | Sole power to dispose or to direct the disposition of |
James E. Flynn – 40,000
All other Reporting Persons - 0
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(iv) | Shared power to dispose or to direct the disposition of |
Deerfield Capital, L.P. – 2,577,371 (Comprised of 2,338,571 shares and call options to purchase 238,800 shares held by Deerfield Partners, L.P.)
Deerfield Partners, L.P. – 2,577,371 (Comprised of 2,338,571 shares and call options to purchase 238,800 shares)
Deerfield Management Company, L.P. – 3,391,650 (Comprised of 3,087,350 shares and call options to purchase 304,300 shares held by Deerfield International Limited)
Deerfield International Limited – 3,391,650 (Comprised of 3,087,350 shares and call options to purchase 304,300 shares)
James E. Flynn - 6,009,021 (Comprised of 5,425,921 shares and call options to purchase 543,100 shares held by Deerfield Partners, L.P. and Deerfield International Limited and 40,000 shares directly held by James E. Flynn)
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person. |
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N/A
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CUSIP No.
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584688105
|
13G
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Page 10 of 11 Pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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N/A
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Item 8.
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Identification and Classification of Members of the Group. |
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See Exhibit B
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Item 9.
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Notice of Dissolution of Group. |
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N/A
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Item 10.
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Certifications. |
CUSIP No.
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584688105
|
13G
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Page 11 of 11 Pages
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC,
General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Authorized Signatory
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DEERFIELD PARTNERS, L.P.
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By:
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Deerfield Capital, L.P.
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By:
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J.E. Flynn Capital LLC,
General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Authorized Signatory
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC,
General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Authorized Signatory
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DEERFIELD INTERNATIONAL LIMITED
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By:
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/s/ Darren Levine
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Darren Levine, Authorized Signatory
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JAMES E. FLYNN
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD CAPITAL, L.P.
|
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By:
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J.E. Flynn Capital LLC,
General Partner
|
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By:
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/s/ Darren Levine
|
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Darren Levine, Authorized Signatory
|
DEERFIELD PARTNERS, L.P.
|
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By:
|
Deerfield Capital, L.P.
|
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By:
|
J.E. Flynn Capital LLC,
General Partner
|
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By:
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/s/ Darren Levine
|
|
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Darren Levine, Authorized Signatory
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
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By:
|
Flynn Management LLC,
General Partner
|
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By:
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/s/ Darren Levine
|
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Darren Levine, Authorized Signatory
|
DEERFIELD INTERNATIONAL LIMITED
|
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By:
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/s/ Darren Levine
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Darren Levine, Authorized Signatory
|
JAMES E. FLYNN
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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