UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~January~~February 1225, 2009

TARGANTA THERAPEUTICS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-33730	20-3971077
(State or other jurisdiction of	(Commission file number)	(IRS employer identification
incorporation or organization)		number)

222 Third Street, Suite 2300
Cambridge, MA 02142-1122
(Address of Principal Executive Offices) (Zip Code)

(617) 577-9020
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-2.1: AGREEMENT AND PLAN OF MERGER
EX-99.1: FORM OF STOCKHOLDER AGREEMENT
EX-99.2: FORM OF CONTINGENT PAYMENT RIGHTS AGREEMENT


Item 1.02. Termination of a Material Definitive Agreement
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 5.01. Changes in Control of Registrant
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.2: AMENDED AND RESTATED BY-LAWS
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE

Item 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On ~~January~~February 1225, 2009, Targanta Therapeutics Corporation, a Delaware corporation (the “~~Targanta~~Company”), paid approximately $14.5 million in ~~entered~~prepayment ~~into~~of anall ~~Agreement~~amounts (principal, interest and ~~Plan~~fees) ofoutstanding ~~Merger~~under (the ~~“Merger~~Credit and Security Agreement”) ~~with~~dated ~~The~~as ~~Medicines~~of September 24, 2007 by and among the Company, aGE Business Financial Services Inc. (formerly known as Merrill Lynch Business Financial ~~Delaware~~Services ~~corporation~~Inc.) (“~~MDCO~~GE”), and ~~Boxford~~two ~~Subsidiary~~other ~~Corporation~~financial institutions, aas ~~Delaware~~amended, ~~corporation~~restated ~~and wholly~~or ~~owned subsidiary of MDCO~~ supplemented (the “~~Purchaser~~Credit Agreement”),. ~~pursuant~~The topayment ~~which,~~of ~~among~~approximately ~~other~~$14.5 million ~~things,~~included ~~the~~approximately $1.1 ~~Purchaser~~million ~~has~~in ~~agreed~~prepayment toand ~~commence~~exit afees. ~~tender~~In ~~offer~~connection ~~for~~with ~~all~~the prepayment, the ~~outstanding~~parties ~~shares~~agreed ofto terminate ~~common~~the ~~stock~~Credit ~~of Targanta~~Agreement, ~~subject~~as towell ~~the~~as ~~terms~~other ~~and~~related ~~conditions~~debt ~~contained~~documents in(together with the ~~Merger~~ Credit Agreement, the “Credit Documents”).

OnUnder ~~January 12,~~the ~~2009~~Credit Documents, ~~MDCO~~the ~~issued~~Company entered into a ~~press~~$20 million ~~release~~credit ~~relating~~facility towith GE and the ~~Merger~~two ~~Agreement.~~other Alenders, ~~copy of~~ the ~~press~~principal ~~release~~of which was ~~previously~~repayable ~~furnished~~ratably byover ~~Targanta~~36 months onbeginning ain ~~Schedule~~February ~~14D-9C~~2008. Borrowings were secured by all or substantially all of the Company’s tangible assets, ~~filed~~excluding intellectual property. In connection with the ~~Securities~~prepayment, ~~and~~all ~~Exchange Commission~~liens on ~~January 13,~~the ~~2009~~Company’s assets have been released.

~~Merger~~Item 3.01. ~~Agreement~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Pursuant~~ On ~~to the Merger Agreement~~February 25, ~~and upon the terms and subject to the conditions contained therein~~2009, ~~the~~The ~~Purchaser~~Medicines isCompany ~~obligated to commence a tender offer~~ (the “~~Offer~~Parent”) tocompleted ~~acquire~~ its acquisition of all of the outstanding shares of ~~Targanta~~ common stock, par value $0.0001 per share, ~~(“Targanta~~of ~~Common Stock”)~~the Company, ~~for~~pursuant ~~consideration~~to ~~per~~an Agreement ~~share~~and Plan of Merger (the “~~Offer~~Merger ~~Price~~Agreement”), ~~equal~~dated toas ~~(i)~~of January a12, ~~payment~~2009, ~~promptly~~among ~~after~~the Parent, the Company and Boxford Subsidiary Corporation (the “Merger Sub”), a wholly owned ~~acceptance~~subsidiary of the ~~shares~~Parent. inThe Parent’s acquisition of the ~~Offer~~capital stock of ~~$2.00~~the ~~per~~Company ~~share~~was structured as a two-step transaction, ~~net~~with toa tender offer made through the ~~selling~~Merger ~~stockholders~~Sub infor ~~cash,~~all of ~~without~~the ~~interest~~outstanding ~~thereon,~~shares ~~plus~~of the Company common stock (iithe “Offer”) followed by a ~~contractual~~merger ~~right~~of tothe ~~receive~~Merger Sub ~~contingent~~with ~~cash~~and ~~payments~~into the Company (~~as described~~the ~~below~~“Merger”), ~~under~~with the ~~heading~~Company ~~“Contingent~~becoming ~~Payment~~the ~~Rights~~surviving ~~Agreement”)~~corporation and a wholly owned subsidiary of the Parent.

The ~~Merger~~initial ~~Agreement~~offering ~~provides~~period ~~that~~of ~~MDCO will commence~~ the Offer ~~within~~expired 10at ~~business~~12:00 ~~days~~midnight, ~~after the~~New ~~date~~York ofCity time, at the end ~~Merger~~of ~~Agreement~~Tuesday, ~~and~~February 24, ~~that~~2009. ~~the~~According ~~Offer~~to ~~will~~American ~~remain~~Stock ~~open~~Transfer ~~for~~& atTrust ~~least~~Company, ~~20 business~~the ~~days.~~depositary ~~Pursuant~~of to the ~~Merger Agreement~~Offer, ~~after~~as of the ~~consummation~~expiration of the ~~Offer~~initial offering period, ~~and~~a ~~subject~~total toof approximately 20,577,989 shares of the Company common stock (excluding shares tendered under ~~satisfaction~~guaranteed ordelivery ~~waiver~~procedures) ofhad ~~certain~~been ~~conditions~~validly ~~set~~tendered ~~forth~~pursuant into the ~~Merger~~Offer ~~Agreement~~and not properly withdrawn, representing approximately 98% of the ~~Purchaser~~outstanding ~~will merge~~shares ~~with~~of ~~and~~the ~~into~~Company. ~~Targanta~~On (February 25, 2009, the “Merger”) ~~and~~Sub ~~Targanta~~accepted ~~will~~for ~~become~~purchase aall ~~wholly~~shares ~~owned~~that ~~subsidiary~~were ofvalidly tendered and not ~~MDCO~~properly withdrawn. AtStockholders ~~the~~who ~~effective~~validly ~~time~~tendered ofand did not properly withdraw their shares will promptly receive the ~~Merger,~~Offer ~~each~~consideration ~~issued~~consisting ~~and~~of ~~outstanding~~(1) $2.00 per share, ofnet ~~Targanta~~to ~~Common~~the seller ~~Stock~~in ~~(the~~cash, ~~“Shares”)~~plus (~~other~~2) the ~~than~~contractual ~~Shares~~right ~~owned~~to byreceive ~~Targanta,~~up ~~MDCO~~to oran ~~any~~additional ~~wholly~~$4.55 ~~owned~~per ~~subsidiary~~share ofin ~~MDCO,~~contingent ~~and~~cash ~~Shares~~payments ~~held~~if byspecified ~~stockholders~~regulatory ~~who~~and ~~have~~commercial ~~perfected~~milestones ~~their~~are ~~statutory~~achieved ~~rights~~within agreed ofupon ~~appraisal~~time ~~under Section 262~~periods, ofpursuant to the ~~Delaware~~Merger ~~General~~Agreement ~~Corporation~~and ~~Law)~~the ~~will~~Contingent bePayment Rights ~~automatically~~Agreement, ~~canceled~~entered ~~and converted~~ into by the ~~right to~~Parent ~~receive~~and ~~the~~American ~~Offer~~Stock ~~Price~~Transfer & Trust Company, as ~~set~~rights ~~forth~~agent, on ~~above~~February 25, 2009 (the “CPR Agreement”). The consideration

The Merger Agreement includes certain representations, warranties and covenants of Targanta, MDCO and the Purchaser. Among others, Targanta has agreed to operate its business in the ordinary course until the Offer is consummated. Targanta has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire Targanta and to certain restrictions on its ability to respond to such proposals. The Merger Agreement also includes customary termination provisions for both Targanta and MDCO and provides that, in connection with the termination of the Merger Agreement under specified circumstances, Targanta will be required to pay to MDCO a termination fee of $5.48 million, subject to offset by any expense reimbursement amounts previously paid by Targanta. Targanta will be obligated to reimburse MDCO’s actual expenses of up to $2.5 million in connection with the termination of the Merger Agreement under specified circumstances.

~~The~~paid ~~Purchaser’s~~or ~~obligation~~payable ~~to accept~~ for ~~payment and pay for~~ shares ~~of Targanta Common Stock~~ tendered in the Offer is subject to ~~certain~~any ~~conditions,~~applicable ~~including,~~tax ~~among other things~~withholding, ~~that at~~and ~~least~~no ainterest ~~majority~~will ofbe ~~the~~paid ~~outstanding shares of Targanta Common Stock on a fully diluted basis shall have been validly tendered in accordance with the terms of the Offer and not properly withdrawn~~thereon.

~~The~~A ~~foregoing~~copy ~~summary~~ of the ~~Merger~~press ~~Agreement~~release ~~and~~issued by the ~~transactions~~Parent ~~contemplated~~announcing ~~thereby does not purport to be complete and is subject to, and qualified in its entirety by,~~ the ~~full~~completion ~~text~~ of the ~~Merger~~Offer ~~Agreement~~ is filed ~~herewith~~ as Exhibit 299.1 ~~hereto~~to ~~and~~this ~~incorporated~~Current ~~herein~~Report byon ~~reference~~Form 8-K.

~~The~~On ~~Merger~~February 25, ~~Agreement~~2009, ~~has~~pursuant ~~been filed as an exhibit~~ to ~~provide~~the ~~investors~~terms and ~~security~~conditions ~~holders with~~of ~~information~~the ~~regarding~~Merger ~~its terms. It is not intended to provide any other factual information about Targanta~~Agreement, ~~MDCO or~~ the ~~Purchaser.~~Merger Sub ~~The~~was ~~representations,~~merged ~~warranties~~with and ~~covenants~~into ~~contained in~~ the ~~Merger~~Company ~~Agreement~~and ~~were~~each ~~made~~remaining ~~only~~outstanding ~~for~~share ~~the purposes~~ of ~~such~~the ~~agreement~~Company ~~and only as of specified~~common ~~dates,~~stock ~~were~~(other ~~solely~~than ~~for~~(1) any ~~the~~shares ~~benefit~~held ofby the ~~parties~~Company toas ~~such~~treasury ~~agreement~~stock ~~and~~or ~~should~~owned ~~not~~by bethe ~~relied~~Parent, ~~upon~~the byMerger Sub or any ~~other~~subsidiary ~~person.~~of ~~The~~the ~~representations~~Company, ~~and~~the ~~warranties~~Parent ~~may~~or ~~not~~the beMerger ~~intended~~Sub asand ~~statements~~(2) any ofshares ~~fact~~held ~~but~~by ~~rather as~~ a ~~way~~holder ofwho ~~allocating~~did ~~contractual~~not ~~risk~~vote ~~between~~in ~~the~~favor ~~parties to the agreement and may be subject to standards~~ of ~~materiality~~or ~~applicable~~consent to the ~~contracting~~Merger ~~parties~~and ~~that~~who ~~differ~~properly ~~from~~demands ~~those~~and ~~applicable~~perfects ~~to investors. In addition~~his, ~~the~~her ~~assertions~~or ~~embodied~~its inright ~~the~~to ~~representations~~be ~~and~~paid ~~warranties contained in~~ the ~~Merger~~fair ~~Agreement~~value ~~are~~of ~~qualified~~such byshares ~~information~~ in aaccordance ~~confidential~~with ~~disclosure~~Delaware ~~schedule~~law) ~~that~~was ~~the~~automatically ~~parties~~cancelled ~~have~~and ~~exchanged~~converted ~~and~~into ~~may~~the beright ~~modified~~to byreceive the ~~information~~same ~~contained~~consideration per share paid in ~~such disclosure~~the ~~schedule~~Offer.

~~Stockholder~~ A copy of the press release issued by the Parent announcing the completion of the acquisition ~~Agreements~~is filed as exhibit 99.2 to this Current Report on Form 8-K.

~~In connection with the Offer, MDCO and certain of Targanta’s stockholders have entered into Stockholder Agreements, each dated as of January 12, 2009 (each, a “Stockholder Agreement”).~~ The ~~outstanding~~ ~~shares~~foregoing ofdescription ~~Targanta Common Stock subject to the Stockholder Agreements represent approximately 36%~~ of the ~~total~~Merger ~~outstanding shares of Targanta Common Stock. Pursuant to each Stockholder~~ Agreement, ~~the~~is ~~applicable~~qualified ~~stockholder has agreed, among other things, subject to the termination of such Stockholder Agreement (i) to tender~~ in ~~the~~its ~~Offer~~entirety ~~(and not to withdraw) all shares of Targanta Common Stock beneficially owned or subsequently acquired~~ by ~~them,~~reference ~~(ii)~~ to ~~vote~~ ~~such shares in support of~~ the Merger inAgreement, ~~the~~a ~~event~~copy ~~stockholder~~of ~~approval~~which iswas ~~required~~filed toas ~~consummate the Merger and against any competing transaction, (iii)~~Exhibit to2.1 ~~appoint MDCO as his, her or its proxy~~ to ~~vote~~ ~~such~~the ~~shares~~Form in8-K ~~connection~~filed ~~with~~by the ~~Merger~~Company on ~~Agreement and (iv)~~January ~~not to otherwise transfer any of his~~14, ~~her or its shares of Targanta Common Stock~~2009. ~~Each Stockholder Agreement will terminate upon the termination of the~~ ~~Merger Agreement.~~

~~The~~As ~~form~~a result of the ~~Stockholder~~Merger, ~~Agreement~~the isCompany ~~filed~~no aslonger ~~Exhibit 99~~fulfills the numerical listing requirements of The Nasdaq Global Market (“Nasdaq”).1 toAccordingly, ~~this~~on ~~report~~February 25, ~~and~~2009, isat the Company’s ~~incorporated~~request, byThe ~~reference~~NASDAQ ~~herein~~Stock Market LLC filed with the U.S. ~~The~~Securities ~~description~~and ofExchange Commission (the “SEC”) ~~Stockholder~~a ~~Agreements~~Notification ~~set~~of ~~forth~~Removal ~~above~~from Listing and/or Registration under Section 12(b) of the ~~does~~Securities ~~not~~Exchange ~~purport~~Act of 1934, as amended (the “Exchange Act”), on Form 25 to beeffect ~~complete~~the delisting of shares of Company common stock from Nasdaq and isthe ~~qualified~~deregistration inof ~~its~~the ~~entirety~~Company common bystock ~~reference~~under the Exchange Act. In addition, the Company will file with the SEC a Certification on Form 15 under the Exchange Act to suspend the ~~provisions~~Company’s ofreporting obligations ~~such~~under ~~agreements~~Sections 13(a) and 15(d) of the Exchange Act.

~~Contingent~~Item 5.01. ~~Payment~~Changes ~~Rights~~in ~~Agreement~~Control of Registrant.

~~Pursuant~~The toinformation ~~the~~disclosed ~~Merger~~in ~~Agreement,~~Item 3.01 ~~MDCO~~and ~~agreed~~Item 5.02 tois ~~enter~~hereby ~~into~~incorporated aby ~~Contingent Payment~~reference. ~~Rights Agreement (the “CPR Agreement”) with American Stock Transfer & Trust Company (the~~

As a result of the Merger Sub’s acceptance for purchase on February 25, 2009 of all shares of the Company common stock that had been validly tendered pursuant to the Offer and not properly withdrawn, representing approximately 98% of the outstanding shares of the Company, there was a change in control of the Company, and the Parent, as the direct parent of the Merger Sub, controlled the Company. As of the effective time of the Merger on February 25, 2009, the Company became a wholly owned subsidiary of the Parent.

The Merger Sub acquired the remaining outstanding Shares of the Company by means of a merger of the Purchaser with and into the Company, as a result of which the Company became a wholly owned subsidiary of the Parent. At the effective time of the Merger, each Share then outstanding (other than Shares held in the treasury of the Company and Shares that are held by

~~“Rights Agent”~~(i) the ~~promptly~~Parent, ~~after~~ the ~~first~~Purchaser ~~time~~or atany ~~which~~other wholly-owned subsidiary of the ~~Purchaser~~Parent ~~accepts~~or ~~for~~the ~~payment~~Company ~~any~~or (ii) shareholders ~~Shares~~who properly demand and perfect appraisal rights under Delaware law) has been ~~pursuant~~converted tointo the ~~Offer~~right to receive consideration of (1) $2.00 ~~The~~per ~~CPR~~common ~~Agreement~~share, ~~will~~net ~~establish~~to the ~~terms~~seller in cash, ~~policies~~plus ~~and~~(2) the ~~procedures~~contractual ~~by which~~right ~~those~~to ~~stockholders~~receive ~~entitled~~up to an additional $4.55 per common share in contingent cash payments ~~will~~if bespecified ~~paid~~regulatory and commercial milestones are achieved within agreed upon time periods, upon the terms and subject to the conditions set forth in the Offer.

InThe ~~the~~total ~~event~~consideration ~~that~~to ~~the~~be ~~European~~paid ~~Medicines~~for ~~Agency~~the ~~(EMEA) approval~~shares of athe ~~Marketing~~Company ~~Authorization Application~~common ~~for~~stock ~~oritavancin~~in ~~for~~ the ~~treatment~~Offer ~~of complicated skin~~ and ~~skin structure infections~~ ~~(cSSSI)~~the isMerger, ~~granted~~including tofees ~~MDCO~~and ~~or a MDCO-affiliated party on or before December 31~~expenses, ~~2013~~consists ~~(the~~of ~~“EMEA CPR~~approximately ~~Payment~~$50 ~~Event”),~~million ~~then~~in ~~MDCO~~cash ~~will,~~plus contractual ~~subject~~rights to ~~the~~receive ~~terms~~up ofto ~~the CPR Agreement, (i) pay~~ an additional $195.005 million ~~per share to stockholders of Targanta whose shares of Targanta Common Stock are accepted for payment~~ in ~~connection with~~ the ~~Offer~~aggregate ~~or converted~~ in ~~the~~contingent ~~Merger~~cash payments ~~(“CPR~~if ~~Holders”)~~specified ~~provided~~regulatory ~~the~~and ~~EMEA~~commercial ~~CPR~~milestones ~~Payment~~are ~~Event occurs~~achieved onwithin oragreed ~~before~~upon ~~December 31, 2009, (ii) pay an~~time ~~additional $0~~periods.75 ~~per~~Any ~~share~~contingent tocash ~~CPR~~payments ~~Holders provided~~will ~~the~~be ~~EMEA~~paid ~~CPR~~in ~~Payment~~accordance ~~Event~~with ~~occurs~~the ~~after~~terms ~~December 31,~~of ~~2009 and on or before June 30, 2010, or, alternatively, (iii) pay an additional $0.50 per share to CPR Holders provided~~ the ~~EMEA~~ CPR ~~Payment~~Agreement. ~~Event~~The ~~occurs~~Parent, ~~after~~through ~~June 30,~~its ~~2010~~working ~~(each~~capital, anfunded ~~“EMEA~~the ~~CPR~~closing ~~Payment~~cash ~~Amount”).~~consideration Infor the shares ~~event~~of ~~that~~ the ~~EMEA~~Company ~~CPR~~acquired ~~Payment~~in ~~Event has not occurred on or before December 31, 2013, then MDCO shall deliver notice thereof to~~ the ~~Rights~~Offer ~~Agent,~~ and ~~CPR~~the ~~Holders~~Merger. ~~shall~~The ~~have~~Parent noexpects ~~right~~ to ~~receive~~fund any contingent ~~EMEA~~cash ~~CPR Payment~~payments ~~Amount~~through its working capital.

~~In the event that the U~~Item 5.S02. ~~Food~~Departure ~~and Drug Administration (FDA) approval~~ of aDirectors ~~New Drug Application (NDA) for oritavancin for the treatment of cSSSI is granted to MDCO~~ or ~~a MDCO-affiliated~~Certain ~~party~~Officers; onElection ~~or before the date that is 40 months after the date the first patient is enrolled in a Phase III trial~~ of ~~cSSSI~~Directors; ~~and~~Appointment ~~prior to December 31, 2013 (the “FDA CPR Payment Event”), then MDCO will, subject to the terms~~ of ~~the CPR Agreement, pay an additional $0.50 per~~ ~~share~~Certain toOfficers; ~~CPR~~Compensatory ~~Holders~~Arrangements (the “FDA CPR Payment Amount”). In the event that the FDA CPR Payment Event has not occurred on or before the date that is 40 months after the date the first patient is enrolled in a Phase III trial of ~~cSSSI~~Certain ~~and prior to December 31, 2013 (the “Outside Payment Date”), then MDCO shall deliver notice thereof to the Rights Agent, and CPR Holders shall have no right to receive the FDA CPR Payment Amount~~Officers.

InPursuant to the ~~event~~terms ~~that~~of the ~~FDA~~Merger ~~approval~~Agreement, ofimmediately anprior ~~NDA~~to ~~for~~ the ~~use~~effective time of ~~oritavancin for~~ the ~~treatment of~~ ~~cSSSI~~Merger ~~administered~~on byFebruary 25, a2009, ~~single~~each ~~dose~~of ~~intravenous~~Mark ~~infusion~~W. isLeuchtenberger, ~~granted~~Stéphane toBancel, ~~MDCO~~Garen orBohlin, ~~a MDCO-affiliated~~Jeffrey ~~party~~Courtney, onRosemary orA. ~~before~~Crane, ~~the~~William ~~Outside~~W. ~~Payment~~Crouse, ~~Date~~Eric ~~(the~~M. ~~“Single~~Gordon, ~~Dose~~Ph.D. ~~CPR~~and ~~Payment~~Dilip ~~Event”)~~J. Mehta, ~~then MDCO will~~M.D., ~~subject~~Ph.D. toresigned from the ~~terms~~Board of ~~the CPR Agreement~~Directors, ~~pay~~and anany ~~additional~~committee ~~$0.70 per~~thereof, ~~share~~of tothe ~~CPR~~Company. ~~Holders (the~~Upon ~~“Single~~consummation ~~Dose~~of ~~CPR~~the ~~Payment~~Merger ~~Amount”).~~and Inpursuant ~~the~~to ~~event that~~ the ~~Single~~Merger ~~Dose~~Agreement, ~~CPR~~Clive ~~Payment~~A. ~~Event~~Meanwell, ~~has~~Glenn ~~not~~P. ~~occurred~~Sblendorio onand orPaul ~~before~~M. ~~the Outside Payment Date~~Antinori, ~~then~~each ~~MDCO~~of ~~shall~~whom ~~deliver~~is ~~notice~~an ~~thereof~~officer toof the ~~Rights~~ ~~Agent~~Parent, ~~and~~became ~~CPR~~the ~~Holders~~directors ~~shall have no right to receive~~ of the ~~Single Dose CPR Payment Amount~~Company.

~~Upon~~Pursuant to the ~~first~~terms ~~achievement~~ of ~~aggregate net sales (as defined in~~ the ~~CPR~~Merger ~~Rights~~ Agreement), ~~of oritavancin in four consecutive calendar quarters of~~ at ~~least~~the ~~$400,000,000,~~effective ~~all~~time of ~~which~~the ~~aggregate net~~Merger ~~sales shall have occurred~~ on ~~or before December 31~~February 25, ~~2021 (the “Net Sales CPR Payment Event”)~~2009, ~~then~~ ~~MDCO~~Clive ~~will,~~A. ~~subject~~Meanwell tobecame the ~~terms~~President of the ~~CPR~~Company ~~Agreement,~~and ~~pay~~Glenn ~~an additional $2~~P.35 ~~per~~Sblendorio ~~share~~became ~~to CPR~~the ~~Holders~~Treasurer (of the ~~“Net~~Company. ~~Sales~~The ~~CPR~~biographical ~~Payment~~information ~~Amount”).~~of In the ~~event~~new ~~that~~officers of the ~~Net~~Company ~~Sales~~is incorporated ~~CPR~~herein ~~Payment~~by ~~Event has~~reference ~~not~~to ~~occurred~~Annex onI orof ~~before~~the ~~December~~Schedule ~~31,~~14D-9 ~~2021,~~the ~~then~~Company ~~MDCO~~filed ~~shall~~with ~~deliver~~the ~~notice~~SEC ~~thereof to the~~on ~~Rights Agent~~January 27, ~~and CPR Holders shall have no right to receive the Net Sales CPR Payment Amount~~2009.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated in its entirety, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference. Also, upon consummation of the Merger, the by-laws of the Company were amended and restated in their entirety, a copy of which is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit 3.1		Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.2		Amended and Restated By-laws of the Company.

The rights to receive contingent cash payments under the CPR Agreement are nontransferable, shall not have any voting or dividend rights and shall not represent any equity or ownership interest in MDCO or in any constituent company to the Merger.


Exhibit 99.1		Press release issued by the Parent on February 25, 2009 announcing the completion of the initial offering period of the Offer.

Exhibit 99.2		Press release issued by the Parent on February 26, 2009 announcing the completion of the acquisition.

The form of the CPR Agreement is filed as Exhibit 99.2 to this report and is incorporated by reference herein. The description of the CPR Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the agreement.

Amendment to Development and Supply Agreement

On January 12, 2009, Targanta entered into Amendment Number 5 to the Development and Supply Agreement dated as of December 28, 2001, as amended, with Abbott Laboratories, an Illinois corporation (the “Amendment”). Pursuant to the Amendment, Abbott Laboratories agreed to delay until January 1, 2012 its termination right in the event Targanta fails to obtain NDA approval for oritavancin prior to such date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 2.1		Agreement and Plan of Merger, dated as of January 12, 2009, by and among The Medicines Company, a Delaware corporation, Boxford Subsidiary Corporation, a Delaware corporation, and Targanta Therapeutics Corporation, a Delaware corporation.
Exhibit 99.1		Form of Stockholder Agreement, by and among The Medicines Company, a Delaware corporation, and certain stockholders of Targanta Therapeutics Corporation, a Delaware corporation.
Exhibit 99.2		Form of Contingent Payment Rights Agreement, by and between The Medicines Company, a Delaware corporation, and American Stock Transfer & Trust Company, as rights agent.

Additional Information

This Current Report on Form 8-K is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Targanta Common Stock. As of the date hereof, the Purchaser has not commenced the Offer for shares of Targanta Common Stock described in this communication.

Upon commencement of the Offer, MDCO and the Purchaser intend to file with the Securities and Exchange Commission a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents, and Targanta intends to file with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9. Purchaser and Targanta intend to mail these documents to the stockholders of Targanta. Stockholders should read the offer to

purchase and solicitation/recommendation statement and the tender offer statement on Schedule TO and related exhibits carefully when such documents are filed and become available, as they will contain important information about the Offer.

Stockholders can obtain these documents when they are filed free of charge from the Securities and Exchange Commission’s website at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Targanta by contacting Targanta at 222 Third Street, Suite 2300, Cambridge, MA 02142, attention: General Counsel or by contacting Susan Hager of Targanta at 617-577-9020 x217 or shager@targanta.com.

In connection with the proposed transactions contemplated by the Merger Agreement, Targanta and its directors, executive officers and other employees may be deemed to be participants in any solicitation of Targanta stockholders in connection with such proposed transactions. Information about Targanta’s directors and executive officers is available in Targanta’s proxy statement for its 2008 annual meeting of stockholders, as filed with the SEC on April 28, 2008, and will be available in Targanta’s solicitation/recommendation statement on Schedule 14D-9.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K may contain, in addition to historical information, certain forward-looking statements. All statements included in this Current Report on Form 8-K concerning activities, events or developments that Targanta expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the Offer will not close because of a failure to satisfy one or more of the closing conditions, including that Targanta’s business will have been adversely impacted during the pendency of the Offer; that, if the Offer and Merger close, MDCO will not be able to advance oritavancin through the contemplated Phase 3 trial on a timely basis or at all or receive approval from the FDA or EMEA; and that, if oritavancin receives approval, MDCO will not be able to successfully distribute and market the product. Additional information on these and other risks, uncertainties and factors is included in Targanta’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Targanta Therapeutics Corporation
Date: January 14, 2009	By:	/s/ Daniel S. Char
Date: March 2, 2009	By:	/s/ Paul M. Antinori
		Name:	~~Daniel~~Paul SM. ~~Char~~Antinori
		Title:	~~Vice President, General Counsel and~~ Secretary

EXHIBIT INDEX

Exhibit 2.1		Agreement and Plan of Merger, dated as of January 12, 2009, by and among The Medicines Company, a Delaware corporation, Boxford Subsidiary Corporation, a Delaware corporation, and Targanta Therapeutics Corporation, a Delaware corporation.
Exhibit 3.1		Amended and Restated Certificate of Incorporation of the Company.
Exhibit 99.1		Form of Stockholder Agreement, by and among The Medicines Company, a Delaware corporation, and certain stockholders of Targanta Therapeutics Corporation, a Delaware corporation.
Exhibit 3.2		Amended and Restated By-laws of the Company.
Exhibit 99.2		Form of Contingent Payment Rights Agreement, by and between The Medicines Company, a Delaware corporation, and American Stock Transfer & Trust Company, as rights agent.
Exhibit 99.1		Press release issued by the Parent on February 25, 2009 announcing the completion of the initial offering period of the Offer.
Exhibit 99.2		Press release issued by the Parent on February 26, 2009 announcing the completion of the acquisition.

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