8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  March 20, 2006

NitroMed, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)
125 Spring Street
Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

(781) 266-4000

(Registrant’s telephone number,
including area code)

(Former Name or Former Address, if Changed Since Last Report)

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))

Item 1.01. Entry into a Material Definitive Agreement.

Employment Offer Letters

Argeris Karabelas, Ph.D.

On March 20, 2006, the Company entered into an employment offer letter with Argeris “Jerry” Karabelas (the “Karabelas Agreement”), pursuant to which Dr. Karabelas became the Company’s interim Chief Executive Officer and President. Under the terms of the Karabelas Agreement, Dr. Karabelas will be paid an annual base salary of $361,000, subject to adjustments thereafter as may be determined by NitroMed’s Board of Directors. Additionally, should the Compensation Committee of the Board of Directors approve an annual bonus for fiscal year 2006, Dr. Karabelas may be eligible for a discretionary award of up to 50% of his annualized base salary. The Compensation Committee will determine the annual bonus award based on both individual and corporate performance. Dr. Karabelas further agreed to forego the compensation he previously received as an outside director of NitroMed, including the fees he received for his service as Chairman of the Board of Directors.

The Karabelas Agreement provides that Dr. Karabelas will be granted an option to purchase 225,000 shares of NitroMed’s common stock pursuant to the terms of NitroMed’s Restated 2003 Stock Incentive Plan. The option will vest in 12 equal monthly installments beginning on the first month anniversary of the grant date, subject to Dr. Karabelas’ continued employment at NitroMed. Notwithstanding the foregoing, the option will vest and become immediately exercisable in full in the event of a change of control. The option exercise price is equal to $7.83 per share, which represents the fair market value of a share of NitroMed common stock on the date of the grant of the option as reported on the Nasdaq National Market.

The Karabelas Agreement further provides that Dr. Karabelas will be eligible to participate in any and all bonus and benefit programs that NitroMed establishes and makes available to its employees from time to time, should he meet the requirements for eligibility under the plan documents governing those programs. The Karabelas Agreement also provides that Dr. Karabelas must execute NitroMed’s Invention, Non-Disclosure and Non-Compete Agreement as a condition to his employment.

Kenneth M. Bate

On March 20, 2006, the Company entered into an employment offer letter with Kenneth M. Bate (the “Bate Agreement”), pursuant to which Mr. Bate became the Company’s Chief Operating Officer and Chief Financial Officer. According to the terms of the Bate Agreement, NitroMed agreed to pay Mr. Bate an annual base salary of $300,000, subject to adjustments thereafter as may be determined by the Company’s Board of Directors. Mr. Bate will be entitled to a sign-on bonus of $50,000 should he remain an employee of NitroMed on June 30, 2006. Additionally, should the Compensation Committee of the Board of Directors approve an annual bonus for fiscal year 2006, Mr. Bate may be eligible for a discretionary award of up to 50% of his annualized base salary. The Compensation Committee will determine the annual bonus award based on both individual and corporate performance.

The Bate Agreement provides that Mr. Bate will be granted an option to purchase 540,000 shares of NitroMed’s common stock pursuant to the terms of NitroMed’s Restated 2003 Stock Incentive Plan. The option will vest as follows:  (a) 180,000 shares will vest in equal installments of 15,000 shares during each month of the first 12 months of Mr. Bate’s employment at NitroMed; and (b) 360,000 shares will vest in equal installments of 10,000 shares during each month of the next 36 months of Mr. Bate’s employment, subject to his continued employment with NitroMed. Notwithstanding the foregoing, all

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then unvested shares described in (a) above will vest and become immediately exercisable in full in the event of a change of control occurring within the first 12 months of employment and all then unvested shares described in (b) above will vest and become immediately exercisable in full in the event of a change of control occurring after the first 12 months of employment. The option exercise price is equal to $7.83 per share, which represents the fair market value of a share of NitroMed common stock on the date of the grant of the option as reported on the Nasdaq National Market.

The Bate Agreement further provides that Mr. Bate will be eligible to participate in any and all bonus and benefit programs that NitroMed establishes and makes available to its employees from time to time, should he meet the requirements for eligibility under the plan documents governing those programs. The Bate Agreement requires that Mr. Bate execute NitroMed’s Invention, Non-Disclosure and Non-Compete Agreement as a condition to his employment.

Copies of the employment offer letters between the Company and each of Dr. Karabelas and Mr. Bate are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.  The foregoing description of the employment offer letters does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On March 21, 2006, NitroMed announced that it had appointed Argeris Karabelas, Ph.D., age 53 to serve as NitroMed’s Chief Executive Officer and President, effective as of March 20, 2006. On March 20, 2006, NitroMed also announced that Dr. Michael D. Loberg was relinquishing his responsibilities as NitroMed’s Chief Executive Officer and President, effective March 20, 2006.

Dr. Karabelas has served as a member of NitroMed’s Board of Directors since January 2002 and as the Chairman of NitroMed’s Board of Directors since August 2003. Since November 2001, he has been a partner in Care Capital LLC, a life sciences investment firm. From June 2000 to November 2001, Dr. Karabelas served as Chairman of Novartis BioVentures Ltd., a private equity firm affiliated with Novartis Pharma A.G., a pharmaceutical company. Dr. Karabelas has also served as Chief Executive Officer of Worldwide Pharmaceuticals for Novartis Pharma AG from December 1997 to October 2001. He is a member of the Scientific Advisory Council of Massachusetts General Hospital and the Visiting Committee for Health Sciences and Technology at Massachusetts Institute of Technology. In addition, Dr. Karabelas serves as a director of Human Genome Sciences, Inc., SkyePharma plc., Acura Pharmaceuticals and Anadys Pharmaceuticals, Inc. Dr. Karabelas holds a Ph.D. in pharmacokinetics from the Massachusetts College of Pharmacy.

On March 21, 2006, NitroMed announced that it had appointed Kenneth M. Bate age 55 to serve as NitroMed’s Chief Operating Officer and Chief Financial Officer, effective as of March 20, 2006. On March 20, 2006, NitroMed also announced that Dr. Lawrence E. Bloch was relinquishing his responsibilities as NitroMed’s Chief Financial Officer and Chief Business Officer, effective March 20, 2006.

Mr. Bate has served as a director of Coley Pharmaceutical Group since April 2005. From 2002 to January 2005, Mr. Bate held the posts of Executive Vice President, Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc. where he managed commercial operations with responsibility for the company’s two marketed products and was responsible for all financial activities including government affairs, corporate communications and investor relations. From 1998 to 2002 Mr. Bate served as Senior Managing Director and Chief Executive Officer of MPM Capital,

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and founded JSB Partners, both firms that provided banking and advisory services to biopharmaceutical companies. From 1990-1996 Mr. Bate served in the positions of Vice President and Chief Financial Officer and Vice President, Marketing and Sales, at Biogen Idec Inc. Mr. Bate is also a member of the Board of Directors of Cubist Pharmaceuticals, Inc. Mr. Bate received his B.A. degree in chemistry from Williams College, and earned his MBA from the Wharton School of the University of Pennsylvania.

Also on March 20, 2006, NitroMed entered into Employment Offer Letters with each of Dr. Karabelas and Mr. Bate. Additional information regarding the terms of Dr. Karabelas’ and Mr. Bate’s Employment Offer Letters are incorporated herein by reference to “Item 1.01 - Entry into a Material Definitive Agreement - Employment Offer Letters” of this Current Report on
Form 8-K.

Item 8.01. Other Events

On March 21, 2006 NitroMed issued a press release announcing the hiring of Argeris Karabelas, Ph.D. as NitroMed’s Chief Executive Officer and President, and the hiring of Kenneth M. Bate as NitroMed’s Chief Operating Officer and Chief Financial Officer. The press release further discussed the departure of Dr. Michael D. Loberg, NitroMed’s former Chief Executive Officer and President, and the departure of Dr. Lawrence E. Bloch, as NitroMed’s former Chief Financial Officer and Chief Business Officer. The full text of NitroMed’s press release regarding the announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

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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.

	NITROMED, INC.
Date: March 23, 2006	By:	/s/ James G. Ham III
		James Ham III Vice President of Finance

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Exhibit Index.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Employment Offer Letter dated March 20, 2006 between NitroMed, Inc and Argeris Karabelas, Ph.D.
10.2	Employment Offer Letter dated March 20, 2006 between NitroMed, Inc and Kenneth M. Bate.
99.1	Press Release of NitroMed, Inc. dated March 20, 2006.

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EX-10.1

Exhibit 10.1

NITROMED, INC.
125 Spring Street
Lexington, MA 02421

March 20, 2006

Jerry Karabelas

C/o Care Capital LLC

47 Hulfish Street, Suite 310

Princeton, NJ 08542

DearJerry:

On behalf of NitroMed, Inc. (the “Company”), I am very pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer.

Employment. You will be employed to serve, effective March 20, 2006, in the position of Acting Chief Executive Officer and President, reporting to the Board of Directors. You agree to devote such time as is reasonably necessary to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities.

Compensation. Your base annualized rate of compensation will be $361,000, less all applicable federal, state and local taxes and withholdings, to be paid in installments in accordance with the Company’s standard payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Board of Directors. During such time as you are serving as the Acting Chief Executive Officer and President pursuant to the terms of this Letter, you agree that you will receive no compensation as an outside director, including without limitation, fees for your service as Chairman of the Board of Directors.

Annual Bonus. If the Compensation Committee of the Board of Directors approves an annual bonus for fiscal year 2006, you may be eligible for a discretionary award of up to 50% of your annualized base salary. The bonus award, if any, will be based on both individual and corporate performance and will be determined by the Compensation Committee in its sole discretion. In any event, you must be an active employee of the Company on the date the fiscal year 2006 bonus is distributed in order to be eligible for a bonus award.

Benefits. You shall be eligible to participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to all provisions of) the plan documents governing those programs. Such benefits may include: participation in group medical and dental insurance programs, term life insurance, long-term disability insurance and participation in the Company’s 401(k) plan. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans may be changed by the Companyat any time and fromtime to time without advance notice.

Vacation. You shall be eligible for a maximum of twenty (20) days of vacation per calendar year, subject to proration to your date of hire and to be taken at such times as may be approved in the sole discretion of the Company.

Stock Option Program. You will be eligible to participate in the Company’s stock option program. Subject to approval by the Compensation Committee of the Board of Directors, the Company will grant to you an option to purchase 225,000 shares of the Company’s Common Stock (subject to adjustment for stock splits, combinations, or other recapitalizations) which will vest (i.e., become exercisable) as follows:  the shares will vest in twelve (12) equal monthly installments beginning on the first month anniversary of the grant date, subject to your continued employment by the Company. Notwithstanding the foregoing, all then-unvested shares shall immediately accelerate and become fully exercisable in the event of a change of control. The option exercise price will be equal to the fair market value of a share of Common Stock on the date of grant of the option as determined by the Compensation Committee of the Board of Directors. The option will be issued pursuant to the Restated 2003 Stock Incentive Plan and will be subject to all of the terms and conditions set forth in the Restated 2003 Stock Incentive Plan and the stock option agreement covering the option.

At-Will Employment. If you accept the Company’s offer of employment, your employment with the Company will be on an “at-will” basis, meaning that either you or the Company may terminate the employment relationship at any time, for any reason, with or without cause and with or without notice. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the Chairman of the Compensation Committee of the Board of Directors of the Company, which expressly states the intention to modify the at-will nature of your employment.

Invention, Non-Disclosure and Non-Compete Agreement. As a condition of your employment, you will be required to execute the Company’s Invention, Non-Disclosure and Non-Compete Agreement, a copy of which is enclosed with this letter.

Proof of Legal Right to Work. For purposes of federal immigration law, you will be required to provide the Company with documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your date of hire, or our employment relationship with you may be terminated. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.

Company Policies and Procedures. As an employee of the Company, you will be required to comply with all Company policies and procedures. Violations of the Company’s policies may lead to immediate termination of your employment. Further, the Company’s premises, including all workspaces, furniture, documents, and other tangible materials, and all information technology resources of the Company (including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the

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Company at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials, resources, or information.

Other Agreements and Governing Law. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. Please note that this offer letter is your formal offer of employment and supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of this letter or your employment with the Company. The resolution of any disputes under this letter will be governed by Massachusetts law.

If this letter correctly sets forth the initial terms under which you will be employed by the Company, please sign the enclosed duplicate of this letter in the space provided below,along with the attached form, and return them to me in the attached envelope. If you do not accept this offer by March 21, 2006 at 5:00 p.m., this offer will be revoked.

On behalf of NitroMed, Inc.,

/s/ Mark Leschly

Mark Leschly

Chairman

Compensation Committee, Board of Directors

The foregoing correctly sets forth the terms of my at-will employment by NitroMed, Inc.

/s/ Jerry Karabelas	Date: Effective as of March 20, 2006
Jerry Karabelas

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EX-10.2

Exhibit 10.2

NITROMED, INC.
125 Spring Street
Lexington, MA 02421

March 20, 2006

Kenneth M. Bate

C/o JSB Partners LP

6A Damonmill Square

Concord, MA 01742

DearKen:

On behalf of NitroMed, Inc. (the “Company”), I am very pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer.

Employment. You will be employed to serve, effective March 20, 2006, in the position of Chief Operating Officer and Chief Financial Officer, reporting to the Chief Executive Officer. You agree to devote substantially all of your business time to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company.

Compensation. Your base annualized rate of compensation will be $300,000, less all applicable federal, state and local taxes and withholdings, to be paid in installments in accordance with the Company’s standard payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Board of Directors.

Sign-On Bonus. You will be paid a $50,000 sign-on bonus on June 30, 2006 if you remain an employee of the Company on that date.

Annual Bonus. If the Compensation Committee of the Board of Directors approves an annual bonus for fiscal year 2006, you may be eligible for a discretionary award of up to 50% of your annualized base salary. The bonus award, if any, will be based on both individual and corporate performance and will be determined by the Compensation Committee in its sole discretion. In any event, you must be an active employee of the Company on the date the fiscal year 2006 bonus is distributed in order to be eligible for a bonus award.

Benefits. You shall be eligible to participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to all provisions of) the plan documents governing those programs. Such benefits may include: participation in group medical and dental insurance programs, term life insurance, long-term disability insurance and participation in the Company’s 401(k) plan. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans may be changed by the Companyat any time and fromtime to time without advance notice.

Vacation. You shall be eligible for a maximum of twenty (20) days of vacation per calendar year, subject to proration to your date of hire and to be taken at such times as may be approved in the sole discretion of the Company.

Stock Option Program. You will be eligible to participate in the Company’s stock option program. Subject to approval by the Compensation Committee of the Board of Directors, the Company will grant to you an option to purchase 540,000 shares of the Company’s Common Stock (subject to adjustment for stock splits, combinations, or other recapitalizations) which will vest (i.e., become exercisable) as follows:  (a) 180,000 shares will vest in equal installments of 15,000 shares during each month of the first twelve (12) months of your employment; and (b) 360,000 shares will vest in equal installments of 10,000 shares during each month of the next thirty-six (36) months of your employment, subject to your continued employment by the Company. Notwithstanding the foregoing, (1) all then-unvested shares described in subsection (a) above shall immediately accelerate and become fully exercisable in the event of a change of control occurring within the first twelve (12) months of your employment; and (2) all then-unvested shares described in subsection (b) above shall immediately accelerate and become fully exercisable in the event of a change of control occurring after the first twelve (12) months of your employment while you are employed by the Company. The option exercise price will be equal to the fair market value of a share of Common Stock on the date of grant of the option as determined by the Compensation Committee of the Board of Directors. The option will be issued pursuant to the Restated 2003 Stock Incentive Plan and will be subject to all of the terms and conditions set forth in the Restated 2003 Stock Incentive Plan and the stock option agreement covering the option.

At-Will Employment. If you accept the Company’s offer of employment, your employment with the Company will be on an “at-will” basis, meaning that either you or the Company may terminate the employment relationship at any time, for any reason, with or without cause and with or without notice. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the Chief Executive Officer of the Company, which expressly states the intention to modify the at-will nature of your employment.

Invention, Non-Disclosure and Non-Compete Agreement. As a condition of your employment, you will be required to execute the Company’s Invention, Non-Disclosure and Non-Compete Agreement, a copy of which is enclosed with this letter.

Proof of Legal Right to Work. For purposes of federal immigration law, you will be required to provide the Company with documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your date of hire, or our employment relationship with you may be terminated. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.

Company Policies and Procedures. As an employee of the Company, you will be required to comply with all Company policies and procedures. Violations of the Company’s

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policies may lead to immediate termination of your employment. Further, the Company’s premises, including all workspaces, furniture, documents, and other tangible materials, and all information technology resources of the Company (including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the Company at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials, resources, or information.

Other Agreements and Governing Law. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. Please note that this offer letter is your formal offer of employment and supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of this letter or your employment with the Company. The resolution of any disputes under this letter will be governed by Massachusetts law.

If this letter correctly sets forth the initial terms under which you will be employed by the Company, please sign the enclosed duplicate of this letter in the space provided below,along with the attached form, and return them to me in the attached envelope. If you do not accept this offer by March 21, 2006 at 5:00 p.m., this offer will be revoked.

On behalf of NitroMed, Inc.,

/s/ Mark Leschly

Mark Leschly

Chairman

Compensation Committee, Board of Directors

The foregoing correctly sets forth the terms of my at-will employment by NitroMed, Inc.

/s/ Kenneth M. Bate	Date: Effective as of March 20, 2006
Kenneth M. Bate

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EX-99.1

Exhibit 99.1

	NITROMED, INC 125 SPRING STREET LEXINGTON, MA 02421
	t. 781.266. 4000 f. 781.274.8080 www.nitromed.com

NitroMed Board Appoints New Senior Management

LEXINGTON, MA—(March 21, 2006)— The Board of Directors of NitroMed, Inc. (NASDAQ:NTMD) today announced that Dr. Argeris (Jerry) Karabelas, current Chairman of NitroMed’s Board of Directors, has been appointed interim Chief Executive Officer of NitroMed, in addition to his role as Chairman. Dr. Karabelas succeeds Dr. Michael Loberg, who resigned from his position as NitroMed’s President, Chief Executive Officer and director effective today.

Dr. Karabelas is a partner of Care Capital, LLC, a life sciences investment firm. Prior to joining Care Capital, Dr. Karabelas was Chief Executive Officer of Worldwide Pharmaceuticals at Novartis AG. His career in the pharmaceutical business includes leadership of SmithKline Beecham’s global pharmaceutical business.

The Board also announced the appointment of Kenneth Bate as Chief Operating Officer and Chief Financial Officer of NitroMed. Mr. Bate succeeds Dr. Lawrence Bloch, who resigned from his position as NitroMed’s Chief Financial Officer and Chief Business Officer effective today. Mr. Bate has held  positions as Executive Vice President, Head of Commercial Operations and Chief Financial Officer of Millennium Pharmaceuticals and as Vice President of Sales and Marketing and Chief Financial Officer  at Biogen (now Biogen Idec). He is a founding partner of JSB Partners.

“We would like to thank Michael Loberg and Larry Bloch for their work in steering BiDil® through development, approval and bringing this important medicine to market,” Dr. Karabelas said.

Webcast and Conference Call
NitroMed will host a webcast and conference call, including an open question and answer session to discuss the new senior management team.

Date:		Wednesday March 22, 2006
Time:		10 am ET
Access by Conference Call:
	Domestic callers:		Dial 866-770-7129
	International callers:		Dial 617-213-8067
	Participant passcode:		90241061
Access by Webcast:
	Go www.nitromed.com and follow instructions for the live webcast.
	Participants may register in advance.

An audio replay of the call will be available two hours after the call. The replay can be accessed by dialing 888-286-8010. International callers should dial 617-801-6888. The replay passcode ID for all

callers is 16906412. In addition, an audio webcast of the call will be archived on the NitroMed website for an indefinite period of time.

About NitroMed, Inc.
NitroMed of Lexington, Massachusetts is a research-based emerging pharmaceutical company and the maker of BiDil^® (isosorbide dinitrate/hydralazine hydrochloride), an orally administered medicine available in the United States for the treatment of heart failure in self-identified black patients.  In this population, BiDil is indicated as an adjunct to current standard therapies such as ACE inhibitors and/or beta blockers. There is little experience in patients with New York Heart Association class IV heart failure. BiDil was approved in June 2005 by the U.S. Food and Drug Administration, primarily on the basis of efficacy data from the Company’s landmark African American Heart Failure Trial (A-HeFT), and since July 2005, has been marketed by NitroMed through a nationwide, dedicated contract sales force.

The Company is committed to the development of novel pharmaceuticals and safer, more effective versions of existing drugs to treat underserved patient populations. NitroMed’s development efforts are primarily directed at expanding its cardiovascular franchise.

Forward Looking Statements
Statements in this press release about future expectations, plans and prospects for the Company, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to: the Company’s ability to transition its senior management team effectively, if at all; patient, physician and third-payer acceptance of BiDil as a safe and effective therapeutic; the Company’s ability to obtain preferential reimbursement treatment for BiDil, if at all, and the impact of obtaining such preferential reimbursement treatment on BiDil sales, if any; the Company’s ability to effectively and efficiently transition its contract sales force to NitroMed within the time frame expected, if at all; the Company’s ability to successfully market and sell BiDil with reduced sales force representation; the impact, if any, of practice guidelines and peer-reviewed publications on market acceptance of BiDil; the effectiveness of the Company’s marketing and sales strategy; the Company’s ability to develop and maintain the necessary sales, marketing and manufacturing capabilities to launch and commercialize BiDil; unanticipated difficulties in maintaining regulatory approvals to market and sell BiDil; adverse side effects experienced by patients taking BiDil; the Company’s ability to obtain or maintain intellectual property protection and required licenses; the Company’s ability to obtain the substantial additional funding required to conduct manufacturing, marketing and sales of BiDil; unanticipated operating expenses for the remainder of the fiscal year 2006 and other factors discussed in its Annual Report on Form 10-K for the year ended December 31, 2005, which has been filed with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this release.

For full prescribing information, visit: www.BiDil.com.

BiDil is a registered trademark of NitroMed, Inc.

Contacts:
Sondra Newman, Investor Relations
P:	781.266.4197
C:	781.640.3088
Jane Kramer, Media

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P:	781.266.4220
C:	781.640.8499
Source: NitroMed, Inc.

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