8-K

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 19, 2007

NITROMED, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 Spring Street
Lexington, Massachusetts	02421
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (781) 266-4000

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Kenneth M. Bate

On January 19, 2007 (the “Effective Date”), the Board of Directors (the “Board”) of NitroMed, Inc. (“NitroMed”), acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”), elected Kenneth M. Bate, age 56, to serve as NitroMed’s President and Chief Executive Officer.  In connection with his appointment as President and Chief Executive Officer, Mr. Bate relinquished his responsibilities as NitroMed’s Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary as of the Effective Date.

Also on the Effective Date, the Board, acting upon the recommendation of the Nominating Committee and pursuant to NitroMed’s Amended and Restated By-Laws, increased the size of the Board from nine to ten members and elected Mr. Bate to fill the newly created vacancy.  Mr. Bate has not been, nor is he currently expected to be, named to any committees of the Board.

From March 2006 until the Effective Date, Mr. Bate served as NitroMed’s Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary.  From December 2002 to January 2005, Mr. Bate held the positions of Executive Vice President, Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc., a life sciences company.  From 1998 to 2002, Mr. Bate served as Senior Managing Director and Chief Executive Officer of MPM Capital and also served as a partner and founder of JSB Partners.  Both MPM Capital and JSB Partners are firms that provide banking and advisory services to biopharmaceutical companies.  From 1990 to 1996, Mr. Bate served in the positions of Vice President and Chief Financial Officer and Vice President, Marketing and Sales, at Biogen Idec Inc., a pharmaceutical company.  Mr. Bate serves as a director of Coley Pharmaceutical Group, Inc. and Cubist Pharmaceuticals, Inc.  Mr. Bate received his B.A. degree in chemistry from Williams College, and earned his M.B.A. from the Wharton School of the University of Pennsylvania.

Employment Offer Letter

On the Effective Date, NitroMed entered into an employment offer letter with Mr. Bate (the “Employment Agreement”), pursuant to which Mr. Bate became NitroMed’s President and Chief Executive Officer as of the Effective Date.  The Employment Agreement specifies that Mr. Bate’s employment by NitroMed will be at-will.  The Employment Agreement supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of the Employment Agreement or Mr. Bate’s employment with NitroMed.  According to the terms of the Employment Agreement, NitroMed will pay Mr. Bate an annual base salary of $385,000, subject to adjustments thereafter as may be determined by the Board.  Additionally, the Employment Agreement provides that Mr. Bate may be eligible for a discretionary award of up to 50% of his annualized base salary.  The Board’s Compensation Committee will determine the annual bonus award based on both individual and corporate performance.

In accordance with the terms of the Employment Agreement, on the Effective Date the independent members of the Board, as defined within the meaning of Nasdaq Marketplace Rule 4200 (the “Independent Directors”), approved the grant to Mr. Bate of an option to purchase 500,000 shares of NitroMed’s common stock, which option is subject to the terms of NitroMed’s Amended and Restated 2003 Stock Incentive Plan.  The option vests and becomes exercisable over four years in equal annual installments, subject to Mr. Bate’s continued employment with NitroMed.  The option exercise price is equal to $2.65 per share, which represents the closing price of a share of NitroMed common stock on the date of the grant of the option, as reported on the Nasdaq Global Market.

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The Employment Agreement further provides that Mr. Bate will be eligible to participate in any and all benefit plans 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 Employment Agreement provides that Mr. Bate will continue to be bound by NitroMed’s Invention, Non-Disclosure and Non-Compete Agreement previously signed by Mr. Bate.

A copy of the Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Retention Agreement

On January 23, 2007, NitroMed entered into a Retention Agreement with Mr. Bate (the “Retention Agreement”), pursuant to which Mr. Bate shall receive severance benefits as specified in the Retention Agreement in the event Mr. Bate’s employment with NitroMed is terminated under certain circumstances in connection with or subsequent to a change in control of NitroMed (as defined in the Retention Agreement).

Pursuant to the Retention Agreement, in the event that a change in control of NitroMed occurs during the Term (as defined below) and Mr. Bate’s employment with NitroMed is terminated within 12 months of such change in control date under conditions specified in the Retention Agreement, then:

·100% of the then outstanding and unexercisable options to purchase shares of NitroMed’s common stock held by Mr. Bate will become immediately exercisable in full (except with respect to that certain grant of options to purchase 500,000 shares of NitroMed’s common stock made to Mr. Bate on March 20, 2006, which will become immediately exercisable as to a portion of the shares in the event of a change of control on or before March 20, 2007 and will become immediately exercisable in full as to the remainder of the shares in the event of a change of control after March 20, 2007);

·NitroMed will pay to Mr. Bate in a lump sum in cash within 30 days of the date of termination (i) Mr. Bate’s base salary through the Date of Termination (as defined in the Retention Agreement), (ii) any deferred but unpaid compensation, (iii) any accrued vacation pay, (iv) a severance payment amount equal to 1.0 multiplied by Mr. Bate’s highest annual base salary during the two-year period prior to the change in control date (the “Highest Base Salary”) and (v) an amount equal to the then-current annual bonus target percentage for Mr. Bate at the Date of Termination, as established by NitroMed’s Board of Directors or Compensation Committee thereof, multiplied by the Highest Base Salary;

·Mr. Bate will be entitled to the continuation of benefits for a period of 12 months after the Date of Termination; and

·Mr. Bate will be entitled to receive any other benefits not previously paid or provided that NitroMed is required to pay or provide, or of which Mr. Bate is eligible, pursuant to any plan, program, contract or the like.

In the event that, within 12 months following the change in control date, Mr. Bate voluntarily terminates his employment with NitroMed, his employment is terminated by reason of Mr. Bate’s death or disability, or NitroMed terminates his employment for cause, Mr. Bate will receive in a lump sum within 30 days after the Date of Termination Mr. Bate’s base salary through the Date of Termination, any deferred but

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unpaid compensation, any accrued vacation pay (other than with respect to a termination for cause) and any other benefits not previously paid or provided that NitroMed is required to pay or provide, or of which Mr. Bate is eligible, pursuant to any plan, program, contract or the like.

Mr. Bate shall not be required to mitigate the amount of any payment or benefits provided for in the Retention Agreement by seeking other employment or otherwise. Further, except with respect to benefits, the amount of any payment or benefits provided for in the Retention Agreement shall not be reduced by any compensation earned by Mr. Bate as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Mr. Bate to NitroMed or otherwise. In addition, to the extent that any amount to be paid or provided to Mr. Bate in connection with a separation from service pursuant to the Retention Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and at the time of the separation from service Mr. Bate is considered a specified employee within the meaning of Section 409A of the Code, then such payment shall not be made until the date (the “Payment Date”) that is 6 months and 1 day after such separation from service (the “Six Month Period”). All amounts which would have been paid during such Six Month Period will be paid in a lump sum on such Payment Date.

The Retention Agreement has a term (the “Term”) commencing as of January 23, 2007 and continuing in effect through December 31, 2008; provided, however, that commencing on January 1, 2009 and each January 1 thereafter, the term of the Retention Agreement will be automatically extended for additional one-year periods unless NitroMed gives 90 days prior written notice to Mr. Bate that such Term will not be extended. The Retention Agreement will expire upon the first to occur of:

·the expiration of the Term, if the change in control date (as defined in the Retention Agreement) has not occurred during the Term;

·the termination of Mr. Bate’s employment with NitroMed prior to the change in control date;

·the date 12 months after the change in control date, if Mr. Bate is still employed by NitroMed on that date; or

·the fulfillment by NitroMed of certain of its obligations under the Retention Agreement if Mr. Bate’s employment with NitroMed terminates within 12 months following the change in control date.

In addition, NitroMed shall require any successor to all or substantially all of the business or assets of NitroMed expressly to assume and agree to perform the Retention Agreement to the same extent that NitroMed would be required to perform them if no such succession had taken place.

A copy of the Retention Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Severance Agreement

On January 23, 2007, NitroMed entered into a Severance Agreement with Mr. Bate (the “Severance Agreement”), pursuant to which Mr. Bate shall be deemed a Participant under NitroMed’s Executive Severance Benefit Plan (the “Plan”) and shall be eligible for those severance benefits set forth in the Plan that are afforded to employees designated at the level of Senior Vice President or higher by the Board or its Compensation Committee, such benefits to consist of salary continuation and contributions to the cost of COBRA coverage, subject to the terms the Plan, for a period of twelve (12) months from a covered

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termination of employment.  In addition, pursuant to the Severance Agreement, Mr. Bate shall be eligible to receive an amount equal to his then-current annual bonus target percentage at the date of his termination of employment, as established by the Board or its Compensation Committee, multiplied by Mr. Bate’s then-current annualized base salary, subject to his compliance with the terms and conditions applicable to Participants set forth in the Plan, including without limitation the eligibility conditions and the execution of a Severance Agreement and Release.

A copy of the Severance Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

2006 Bonus Payment

On January 23, 2007, in recognition of Mr. Bates’ individual performance and NitroMed’s corporate performance during 2006, the Independent Directors approved the award to Mr. Bate of a cash bonus payment in the amount of $90,000.

Argeris N. Karabelas, Ph.D.

Also on the Effective Date,  Argeris N. Karabelas, Ph.D. relinquished his responsibilities as NitroMed’s interim Chief Executive Officer and President.  Dr. Karabelas will continue to serve as Chairman of NitroMed’s Board.  In connection with Dr. Karabelas’ relinquishment of his responsibilities as interim Chief Executive Officer and President, on the Effective Date, the Independent Directors modified the terms of the following option grants in order to extend the term of exercisability of the vested portion of such options from three months following the cessation of Dr. Karabelas’ employment to five years following such cessation of employment: (i) an option to purchase 225,000 shares of NitroMed common stock at an exercise price equal to $7.83 per share, vesting in 12 equal monthly installments, granted on March 20, 2006 and (ii) an option to purchase 200,000 shares of NitroMed common stock at an exercise price equal to $4.12 per share, vested and immediately exerciseable upon grant, granted on May 17, 2006.

James G. Ham, III

On the Effective Date, the Board, acting upon the recommendation of the Nominating Committee, elected James G. Ham, III, age 57, to serve as NitroMed’s Vice President, Chief Financial Officer, Treasurer and Secretary.  Mr. Ham will continue his responsibilities as NitroMed’s principal accounting officer, a position he has held since joining NitroMed in September 2004.  Mr. Ham succeeds Kenneth M. Bate, who relinquished his responsibilities as NitroMed’s Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary as of the Effective Date in order to assume responsibilities as NitroMed’s President and Chief Executive Officer.

From September 2004 until the Effective Date, Mr. Ham served as NitroMed’s Vice President of Finance.  From 2003 to 2004, Mr. Ham was employed as a consultant providing business development and financial controls support to companies in the biotechnology industry.  From 2001 to 2003, Mr. Ham served as Chief Financial Officer at Clearview Projects, a consulting firm providing business development and licensing support services to the biotech industry.  From 1977 to 2001, Mr. Ham held various positions at Bristol-Myers Squibb Company (“BMS”), a pharmaceuticals and health care products company, including positions with financial responsibility for BMS’ ethical pharmaceutical division, U.S. pharmaceutical division and operational planning for the Worldwide Pharmaceutical Group, and culminating in his service as Vice President Information Technology — Global Business Services from 1994 to 2001. Mr. Ham holds a B.S. from Villanova University and an M.B.A. from St. John’s University.

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On the Effective Date, the Independent Directors established Mr. Ham’s 2007 salary at $242,500, $8,600 of which is in connection with a 4% merit salary increase established by the Independent Directors for NitroMed’s executive officers (the “Merit Increase”) and the balance of which is in connection with Mr. Ham’s appointment as Vice President, Chief Financial Officer, Treasurer and Secretary. On January 23, 2007, the Board’s Compensation Committee awarded Mr. Ham a bonus payment in the amount of $32,250 in recognition of Mr. Ham’s individual performance and NitroMed’s corporate performance during 2006.

Gerald W. Bruce

On the Effective Date, the Board, acting upon the recommendation of the Nominating Committee, elected Gerald W. Bruce, age 50, to serve as NitroMed’s Senior Vice President of Commercial Operations.

From April 2006 until the Effective Date, Mr. Bruce served as NitroMed’s Senior Vice President of Sales, having served as NitroMed’s Vice President of Sales from January 2006 to April 2006.  Prior to joining NitroMed, Mr. Bruce held various positions at BMS: from September 2005 to January 2006, he served as Vice President of Private Sector Strategy and Accounts, from November 2001 to September 2005 he served as Vice President of Managed Care Accounts and from 1998 to 2000, he served as Vice President, Central Area, Cardiovascular and Metabolic Sales.  From 1983 to 1998, Mr. Bruce held numerous various positions at Johnson & Johnson, a pharmaceutical, diagnostic, therapeutic, surgical, biotechnology and health care products company.  Mr. Bruce is a graduate of Lincoln University in Pennsylvania, where he earned a B.A. in business administration.

On the Effective Date, the Independent Directors established Mr. Bruce’s 2007 salary at $240,000, $8,800 of which is in connection with the Merit Increase and the balance of which is in connection with Mr. Bruce’s appointment as Senior Vice President of Commercial Operations. On January 23, 2007, the Board’s Compensation Committee awarded Mr. Bruce a bonus payment in the amount of $90,000 in recognition of Mr. Bruce’s individual performance and NitroMed’s corporate performance during 2006.

L. Gordon Letts, Ph.D.

L. Gordon Letts, Ph.D. serves as NitroMed’s Senior Vice President of Research and Development and Chief Scientific Officer.  On the Effective Date, the Independent Directors established Dr. Letts’ 2007 salary at $281,027, which reflects the Merit Increase. On January 23, 2007, the Board’s Compensation Committee awarded Dr. Letts a bonus payment in the amount of $56,746 in recognition of Dr. Letts’ individual performance and NitroMed’s corporate performance during  2006.

Item 8.01.  Other Events.

On January 22, 2007, NitroMed issued a press release announcing the appointment of Kenneth M. Bate as NitroMed’s President and Chief Executive Officer, replacing Argeris N. Karabelas, Ph.D., who had served as NitroMed’s interim Chief Executive Officer and President since March 2006.  Also on January 22, 2007, NitroMed issued a press release announcing the appointment of James G. Ham, III as NitroMed’s Vice President, Chief Financial Officer, Treasurer and Secretary, replacing Kenneth M. Bate, who relinquished those responsibilities in connection with his appointment as NitroMed’s President and Chief Executive Officer.  The full text of the press releases regarding the announcements are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, and are incorporated herein by reference.  The foregoing description of the press releases does not purport to be complete and is qualified in its entirety by reference to such exhibits.

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Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Employment Offer Letter, dated as of January 19, 2007, between NitroMed, Inc. and Kenneth M. Bate.
10.2	Retention Agreement, dated as of January 23, 2007, between NitroMed, Inc. and Kenneth M. Bate.
10.3	Severance Agreement, dated as of January 23, 2007, between NitroMed, Inc. and Kenneth M. Bate.
99.1	Press Release issued by NitroMed, Inc. on January 22, 2007.
99.2	Press Release issued by NitroMed, Inc. on January 22, 2007.

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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: January 25, 2007	By:	/s/ James G. Ham, III
		James G. Ham, III Vice President, Chief Financial Officer, Treasurer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Offer Letter, dated as of January 19, 2007, between NitroMed, Inc. and Kenneth M. Bate.
10.2	Retention Agreement, dated as of January 23, 2007, between NitroMed, Inc. and Kenneth M. Bate.
10.3	Severance Agreement, dated as of January 23, 2007, between NitroMed, Inc. and Kenneth M. Bate.
99.1	Press Release issued by NitroMed, Inc. on January 22, 2007.
99.2	Press Release issued by NitroMed, Inc. on January 22, 2007.

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EX-10.1

Exhibit 10.1

January 19, 2007

Mr. Kenneth M. Bate

33 Middle Street

Concord, MA 01742

Dear Ken:

On behalf of the Board of Directors of NitroMed, Inc. (the “Company”), I am very pleased to formally offer you the position of President and Chief Executive Officer.  The purpose of this letter is to summarize the terms of our offer. All of the compensation described in this letter will be subject to applicable withholdings.

Commencing as of the Effective Date, your semi-monthly salary will be $16,042, annualized at a rate of $385,000. Your performance and salary will be reviewed annually and your salary may be adjusted in accordance with normal business practices and at the sole discretion of the Board of Directors.  Your Effective Date for this position is January 19, 2007.

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 NitroMed Compensation Committee in its sole discretion.  In any event, you must be an active employee of the Company on the date the bonus is distributed in order to be eligible for a bonus award.

While you remain working for NitroMed, you will continue to be eligible to receive benefits in accordance with the benefit plans in which the Company participates, 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, vacation, holidays, sick time, long-term disability insurance, participation in the Company’s 401(k) plan, and others.  NitroMed of course reserves the right on a prospective basis to modify, change or eliminate its Compensation, Bonus or Benefit programs, at the Company’s sole discretion.

You will continue to 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 500,000 shares of the Company’s Common Stock (subject to adjustment for stock splits, combinations, or other recapitalizations) which will vest (i.e., become exercisable) over four years in equal annual installments as long as you remain in the employ of the Company.  The price at which the stock closes on the grant date of such award will be the

exercise price of these options.  These options will be awarded in accordance with the terms and conditions of NitroMed’s Amended and Restated 2003 Stock Incentive Plan.

You will continue to be bound by the terms of the Company’s Invention, Non-Disclosure and Non-Compete Agreements, previously signed by you.

A separate change in control agreement will be provided to you that includes details relative to key definitions, terms and benefits.  In addition, the Company will execute a separate severance agreement with you, pursuant to which you will be entitled to receive severance benefits commensurate with or more favorable than the benefits afforded those employees who participate in the Company’s Executive Severance Benefit Plan, in accordance with the provisions set forth in that plan.  Please note that the severance agreement will not address severance benefits in connection with a change in control, which will be addressed separately in an individual change in control agreement, as referenced above.

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 appointment 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 terms under which you will be employed in this new role by the Company, please sign the enclosed duplicate of this letter in the space provided below and return it to me.

On behalf of NitroMed, Inc.,

/s/ Argeris Karabelas

Argeris Karabelas
Chairman
Board of Directors

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

/s/ Kenneth M. Bate	Date:	1/19/07
Kenneth M. Bate

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EX-10.2

Exhibit 10.2

NITROMED, INC.

Retention Agreement

THIS RETENTION AGREEMENT (the “Agreement”) by and between NitroMed, Inc., a Delaware corporation (the “Company”), and Kenneth M. Bate (the “Employee”) is made as of the date set forth below (the “Effective Date”).

WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders, and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances.

NOW, THEREFORE, as an inducement for and in consideration of the Employee remaining in its employ, the Company agrees that the Employee shall receive the severance benefits set forth in this Agreement in the event the Employee’s employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1).

1.     Key Definitions.

As used herein, the following terms shall have the following respective meanings:

1.1           “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

(a)           the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50%or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person

exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or

(b)           such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(c)           the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(d)           approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

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1.2           “Change in Control Date” means the first date during the Term (as defined in Section 2) on which a Change in Control occurs.  Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) the Employee’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.

1.3           “Cause” means:

(a)           the Employee’s continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Employee gives written notice of termination for Good Reason), which failure is not cured within 30 days after a written demand for substantial performance is received by the Employee from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Employee has not substantially performed the Employee’s duties; or

(b)           the Employee’s willful engagement in illegal conduct or gross misconduct which is materially injurious to the Company.

1.4           “Good Reason” means the occurrence, without the Employee’s written consent, of any of the events or circumstances set forth in clauses (a) through (f) below.  Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the Notice of Termination (each as defined in Section 3.2(a)) given by the Employee in respect thereof, such event or circumstance has been fully corrected and the Employee has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the Employee).

(a)           the assignment to the Employee of duties which result in a material diminution of the Employee’s position (including status, offices, titles and reporting requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (i) the Change in Control Date, (ii) the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the Board of Directors of a resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the “Measurement Date”);

(b)           a material reduction in the Employee’s annual base salary as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time;

(c)           the failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance,

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medical, health and accident or disability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which the Employee participates or which is applicable to the Employee immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program or (ii) continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than the basis existing immediately prior to the Measurement Date;

(d)           a change by the Company in the location at which the Employee performs his principal duties for the Company to a new location that is more than 50 miles from the location at which the Employee performed his principal duties for the Company immediately prior to the Measurement Date; or a requirement by the Company that the Employee travel on Company business to a substantially greater extent than required immediately prior to the Measurement Date;

(e)           the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 5.1; or

(f)            any material breach by the Company of this Agreement with the Employee.

The Employee’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

1.5           “Disability” means the Employee’s absence from the full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative.

1.6           “Code” means the Internal Revenue Code of 1986, as amended.

2.     Term of Agreement.  This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, (b) the termination of the Employee’s employment with the Company prior to the Change in Control Date, (c) the date 12 months after the Change in Control Date, if the Employee is still employed by the Company as of such later date, or (d) the fulfillment by the Company of all of its obligations under Sections 4 and 5.2 if the Employee’s employment with the Company terminates within 12 months following the Change in Control Date.  “Term” shall mean the period commencing as of the Effective Date and continuing in effect through December 31, 2008; provided, however, that commencing on January 1, 2009 and each January 1 thereafter, the Term shall be automatically extended for one additional year unless, not later than 90 days prior to the scheduled expiration of the Term (or any extension thereof), the Company shall have given the Employee written notice that the Term will not be extended.

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3.     Employment Status; Termination Following Change in Control.

3.1           Not an Employment Contract.  The Employee acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Employee as an employee and that this Agreement does not prevent the Employee from terminating employment at any time.  If the Employee’s employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Employee shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

3.2           Termination of Employment.

(a)           If the Change in Control Date occurs during the Term, any termination of the Employee’s employment by the Company or by the Employee within 12 months following the Change in Control Date (other than due to the death of the Employee) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 6.  Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated and (iii) specify the Date of Termination (as defined below).  The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Employee’s death, or the date of the Employee’s death, as the case may be.

(b)           The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting any such fact or circumstance in enforcing the Employee’s or the Company’s rights hereunder.

(c)           Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause.

(d)           Any Notice of Termination for Good Reason given by the Employee must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.

4.     Benefits to Employee.

4.1           Stock Acceleration.  If the Change in Control Date occurs during the Term and the Employee’s employment with the Company terminates within 12 months following the Change in Control Date, 100% of the then outstanding and unexercisable options to purchase shares of Common Stock of the Company held by the Employee shall become immediately exercisable in full.  Notwithstanding the foregoing, Company acknowledges and agrees that,

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solely with respect to that certain option award to purchase 500,000 shares of the Company’s common stock granted to Employee on March 20, 2006 (the “Option Date”), (a) 180,000 of which such shares vest in equal installments during each month of the first 12 months of Mr. Bate’s employment at NitroMed on the Option Date and (b) 320,000 of which such shares vest in equal installments during each month of the 36 months following the first anniversary of Mr. Bate’s employment on the Option Date, subject to his continued employment with NitroMed, (i) if the Change in Control Date occurs on or prior to March 20, 2007, all then-unvested shares described in (a) above shall immediately accelerate and become fully exercisable on the Change in Control Date and (ii) if the Change in Control Date occurs after March 20, 2007, all then-unvested shares described in (b) above shall immediately accelerate and become fully exercisable on the Change in Control Date.

4.2           Compensation.  If the Change in Control Date occurs during the Term and the Employee’s employment with the Company terminates within 12 months following the Change in Control Date, the Employee shall be entitled to the following benefits:

(a)           Termination Without Cause or for Good Reason.  If the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then, subject to Section 4.4 below, the Employee shall be entitled to the following benefits:

(i)            the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

(1)           the sum of (A) the Employee’s base salary through the Date of Termination and (B)  the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”);

(2)           the amount equal to (A) 1.0 multiplied by (B) the Employee’s highest annual base salary during the two-year period prior to the Change in Control Date (the “Highest Base Salary”); and

(3)           the amount equal to (A) the then-current annual bonus target percentage for the Employee at the Date of Termination, as established by the Company’s Board of Directors or Compensation Committee thereof, multiplied by (B) the Highest Base Salary.

(ii)           for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Employee and the Employee’s family at least equal to those which would have been provided to them if the Employee’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Employee and his family, in effect generally at any time thereafter with respect to other peer executives of the Company; provided, however, that if the

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Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his family;

(iii)          to the extent not previously paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive following the Employee’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and

(iv)          for purposes of determining eligibility (but not the time of commencement of benefits) of the Employee for retiree benefits to which the Employee is entitled, the Employee shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

(b)           Resignation without Good Reason; Termination for Death or Disability.  If the Employee voluntarily terminates his employment with the Company within 12 months following the Change in Control Date, excluding a termination for Good Reason, or if the Employee’s employment with the Company is terminated by reason of the Employee’s death or Disability within 12 months following the Change in Control Date, then the Company shall (i) pay the Employee (or his estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination, the Accrued Obligations and (ii) timely pay or provide to the Employee the Other Benefits.

(c)           Termination for Cause.  If the Company terminates the Employee’s employment with the Company for Cause within 12 months following the Change in Control Date, then the Company shall (i) pay the Employee, in a lump sum in cash within 30 days after the Date of Termination, the sum of (A) the Employee’s annual base salary through the Date of Termination and (B) the amount of any compensation previously deferred by the Employee, in each case to the extent not previously paid, and (ii) timely pay or provide to the Employee the Other Benefits.

4.3           Mitigation.  The Employee shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, except as provided in Section 4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Employee as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Employee to the Company or otherwise.

4.4           Section 409A of the Code.  To the extent that any amount to be paid or provided to Employee in connection with a separation from service pursuant to this Agreement is subject to Section 409A of the Code and at the time of the separation from service the Employee is considered a specified employee within the meaning of Section 409A of the Code, then such payment shall not be made until the date (the “Payment Date”) that is 6 months and 1 day after

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such separation from service (the “Six Month Period”).  All amounts which would have been paid during such Six Month Period will be paid in a lump sum on such Payment Date.

5.     Successors.

5.1           Successor to Company.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall constitute Good Reason if the Employee elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.  As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.

5.2           Successor to Employee.  This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Employee should die while any amount would still be payable to the Employee or his family hereunder if the Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Employee’s estate.

6.     Notice.  All notices, instructions and other communications given hereunder or in connection herewith shall be in writing.  Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, at 125 Spring Street, Lexington, MA 02421-7801, Attention:  Secretary, with a copy to Steven D. Singer, Esq., Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109, and to the Employee at the Employee’s address indicated on the signature page of this Agreement (or to such other address as either the Company or the Employee may have furnished to the other in writing in accordance herewith).  Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

7.     Miscellaneous.

7.1           Employment by Subsidiary.  For purposes of this Agreement, the Employee’s employment with the Company shall not be deemed to have terminated solely as a result of the Employee continuing to be employed by a wholly-owned subsidiary of the Company.

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7.2           Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

7.3           Injunctive Relief.  The Company and the Employee agree that any breach of this Agreement by the Company is likely to cause the Employee substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employee shall have the right to specific performance and injunctive relief.

7.4           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

7.5           Waivers.  No waiver by the Employee at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

7.6           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

7.7           Tax Withholding.  Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

7.8           Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.  For the avoidance of doubt, this Agreement provides for the payment of benefits to the Employee, if any, solely in the event of a Change of Control in accordance with the terms of this Agreement.  This Agreement does not provide for the payment of benefits to the Employee in the event of termination other than in connection with a Change of Control in accordance with the terms of this Agreement.  Accordingly, in no event will the Employee be entitled to payments pursuant to both Section 4.2 of this Agreement and any other severance agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, made by any officer, employee or representative of the Company, including without limitation either (x) in that certain Severance Agreement between the Company and Employee dated even herewith or (y) in that certain Executive Severance Benefit Plan dated March 20, 2006 (the “Severance Plan”), as such Severance Plan may be superceded, modified or amended by the Company.

7.9           Amendments.  This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

7.10         Employee’s Acknowledgements.  The Employee acknowledges that he: (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Employee’s own choice or has voluntarily

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declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and is not acting as counsel for the Employee.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth below.

NITROMED, INC.

By: /s/ James G. Ham, III

Title: VP Finance & CFO

James G. Ham, III

KENNETH M. BATE

/s/ Kenneth M. Bate
Signature

Address:

33 Middle Street

Concord, MA 01742

___________________________________

Date:  January 23, 2007

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EX-10.3

Exhibit 10.3

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made as of this 23rd day of January 2007, by and between NitroMed, Inc., a Delaware corporation with its principal place of business at 125 Spring Street, Lexington, Massachusetts 02421 (the “Company”), and Kenneth M. Bate, with a residence at 33 Middle Street, Concord, MA  01742 (“Employee”).

WHEREAS, Company has previously adopted an Executive Severance Benefit Plan (the “Plan”) for the benefit of certain executive officers of the Company, a copy of which is attached hereto as Exhibit A, as such Plan may be amended from time to time by the Company;

WHEREAS, Company wishes to extend to Employee certain severance benefits in consideration of Employee’s continued service to the Company; and

WHEREAS, capitalized terms not defined herein shall have the meaning set forth in the Plan;

NOW, THEREFORE, Company and Employee agree as follows:

1.Pursuant to the terms of the Plan, Employee shall be deemed a Participant under the Plan and shall be eligible for those severance benefits set forth in the Plan that are afforded to those employees designated at the level of Senior Vice President or higher by the Company’s Board of Directors or its Compensation Committee, as such benefits may be amended;

2.In addition to those benefits described in the Plan and referenced above, Employee shall also be eligible to receive the following severance benefit, subject to Employee’s compliance with the terms and conditions applicable to Participants set forth in the Plan, including without limitation the eligibility conditions set forth in Section II thereof and the execution of a Severance Agreement and Release as set forth in Section IV thereof:

·an amount equal to the then-current annual bonus target percentage for the Employee at the date of Employee’s termination of employment, as established by the Company’s Board of Directors or Compensation Committee thereof, multiplied by Employee’s then-current annualized base salary;

3.Nothing in this Agreement shall be construed to provide Employee with a guarantee of employment and does not supersede the Company’s policy of at-will employment; and

4.Except as otherwise set forth in this Agreement, the terms and conditions of the Plan shall govern the subject matter hereof.

IN WITNESS WHEREOF, this Agreement has been executed by the parties through their duly authorized officers effective as of the date first above written.

NITROMED, INC.		KENNETH M. BATE
By:	/s/ James G. Ham, III	By:	/s/ Kenneth M. Bate
Name:	James G. Ham, III	Name:	Kenneth M. Bate
Title:	VP Finance & CFO	Title:	President & CEO

Exhibit A

NITROMED, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN and
SUMMARY PLAN DESCRIPTION

Section I:Establishment and Purpose of Plan

The NitroMed, Inc. (the “Company”) Executive Severance Benefit Plan (“Plan”) is hereby established to provide severance benefits to those categories of Company executives designated as Participants under the Plan by the Company’s Board of Directors (the “Board”) or the Compensation Committee thereof (the “Participants”), who are terminated on or after March 30, 2006 and prior to the termination of this Plan (“Covered Period”) and entitled to benefits as provided herein.  The Plan is intended to be a welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Section II:Eligibility for Severance

A Participant who is terminated during the Covered Period without Cause (as defined below) is eligible to receive severance benefits as described in Section III below (the “Severance Benefits”), except as otherwise provided below.  A Participant shall not be eligible to receive the Severance Payment if he/she:  (1) voluntarily terminates his/her employment; (2) refuses to accept other “Suitable Employment” (as defined below) that is offered by the Company; (3) is terminated for “Cause” (as defined below); (4) is eligible to receive severance pursuant to a severance provision contained in an individual offer letter (and has not agreed that the terms of this Plan shall supercede any such provision); or (5) is terminated under circumstances governed by his/her individual written change-of-control agreement.  This Plan is not intended to, nor shall it, provide for any benefits in the event of termination of employment in anticipation of, in connection with, or following a Change in Control (as defined in the Company’s standard Change in Control Agreement, which shall be the only source of such severance benefits).

For the purpose of this Plan:

“Cause” is determined by the Company in its sole discretion, and can include, but is not limited to, (i) any act or omission by the employee that may have an adverse effect on the Company’s business or on the employee’s ability to perform services for the Company, including, without limitation, the commission of any crime (other than ordinary traffic violations); or (ii) any misconduct or neglect of duties by the employee in connection with the business or affairs of the Company, including, but not limited to, misappropriation of Company assets, or failure to perform reasonable assigned duties.Nothing in this Plan shall be construed to provide any employee with a guarantee of employment and this Plan does not supersede the Company’s policy of at will employment.

“Suitable Employment” means any position of a comparable or higher base salarythat is located within 50 miles of the facility where the Participant performed his/her principal duties for the Company immediately prior to termination.

Section III:Severance Benefits

Subject to the condition of execution of a Severance Agreement described in Section IV below, the Severance Benefits provided to eligible Participants who are terminated by the Company without Cause shall consist of, for the period of time and as otherwise set forth on Schedule A:

1.salary continuation at the Participant’s base rate of pay (as in effect immediately prior to termination, exclusive of any bonuses, commissions, overtime pay, or other extra forms of compensation and less applicable taxes and withholdings) (the “Severance Pay”); provided that the timing (although not the aggregate amount) of such salary continuation payments shall be adjusted by the Company to the extent necessary so that all payments shall be completed no later than the fifteenth (15th) day of the third (3rd) month of the calendar year following the calendar year in which termination of employment occurred; and provided further that, if the Company determines it necessary in order to ensure compliance with Section 409A, the Severance Pay may be paid in a lump sum; and

2.contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on the same basis as the Company’s contribution to Company-provided health and dental insurance coverage immediately before the Participant’s termination, except that if the employee secures new employment, the Company’s continued contributions toward health and dental coverage shall end when the new employment begins.  Participants will be provided additional information regarding COBRA continuation costs and coverage following termination.

The Severance Benefits shall commence within seven (7) business days of the date on which by its terms the Severance Agreement becomes a binding agreement between the Company and the Participant.  However, notwithstanding any provision of this Plan to the contrary, if, at the time a Participant’s employment is terminated, the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(ii) of the Code and the regulations thereunder and the Plan, then any payments under this Plan to the Participant that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be delayed by a period of six (6) months and (i) all payments that would have been made to the Participant during such six (6) month period shall be made in a lump sum in the seventh (7th) month following the date of termination and (ii) all remaining payments shall commence in the seventh (7th) month following the date of termination.

Section IV:Severance Agreement and Release

As a condition of receipt of a Severance Payment under the Plan, a Participant shall be required to timely sign and return a severance agreement and release in a form prepared by and satisfactory to, the Company (the “Severance Agreement”) and to abide by the provisions of the Severance Agreement.  Among other things, the Severance Agreement shall contain a release and waiver of any claims the employee or his/her representatives may have against the Company, its successors, affiliates and/or representatives, and shall release those entities and persons from any liability for such claims including, but not limited to, all employment

discrimination claims.  Participants are entitled and advised to consult an attorney of their own choosing prior to signing the Severance Agreement.

The Severance Agreement must be signed and returned to the Company within seven (7) days from the date it is received (at which time it shall become a binding and irrevocable agreement between the Participant and the Company), except as otherwise provided below.  Exceptions to this requirement are:

A.Participants 40 or older on the date they receive the Severance Agreement and who are terminated pursuant to a group layoff shall have forty-five (45) days to review, sign and return the Severance Agreement.

B.Participants 40 or older on the date they receive the Severance Agreement and who are not terminated pursuant to a group layoff shall have twenty-one (21) days to review, sign and return the Severance Agreement.

C.In addition, all Participants 40 or older on the date they receive the Severance Agreement shall have seven (7) days to revoke the Severance Agreement after they sign it.  If the Participant does not revoke the Severance Agreement within seven (7) days of signing it, the Severance Agreement shall become a binding and irrevocable agreement between the Participant and the Company.  Revocations must be in writing and delivered to the Plan Administrator at:

NitroMed, Inc.

125 Spring Street
Lexington, Massachusetts 02421

Section V:Income Tax Withholding, Payroll Taxes, and Other Deductions

The Company may withhold from any payment under the Plan: (1) any federal, state, or local income or payroll taxes required by law to be withheld with respect to such payment; (2) such sum as the Company may reasonably estimate is necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment; and (3) such other amounts as appropriately may be withheld under the Company’s payroll policies and procedures from time to time in effect (including, where applicable, the Participant’s contributions to the cost of COBRA continuation coverage pursuant to Section III (2) above).

Section VI:Section 409A

All payments and benefits provided under this Plan are intended to either comply with or be exempt from Section 409A of the Code and this Plan shall be administered and construed accordingly.  The Company makes no representations or warranty and shall have no liability to any Participant or any other person if any provisions of this Plan are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section

Section VII:Plan Administration

1.Plan Administrator.  The Plan shall be administered by the Board.  To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more

committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.  The Board shall serve as the Plan Administrator.  The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator.  The Plan Administrator shall be the “administrator” within the meaning of Section 3(16) of ERISA and shall have all the responsibilities and duties contained therein.

The Plan Administrator can be contacted at the following address:

c/o Secretary

NitroMed, Inc.

125 Spring Street
Lexington, Massachusetts 02421

2.Decisions, Powers and Duties.  The Plan Administrator’s decisions and determinations (including determinations of the meaning and reference of terms used in the Plan) shall be binding on all persons.  The Plan Administrator shall be the Named Fiduciary for purposes of ERISA.

The Plan Administrator shall have such powers and discretion as are necessary to discharge its duties, including, but not limited to, interpretation and construction of the Plan, the determination of all questions of eligibility, participation and benefits and all other related or incidental matters, and such duties and powers of plan administration which are not assumed from time to time by any other appropriate entity, individual or institution.  The Plan Administrator shall decide all such questions in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its decision will be final and binding on the Participant, the Participant’s spouse or other dependent or beneficiary and all other interested parties.

The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and implementation of the Plan.

3.Proof of Information.  The Plan Administrator may require that each Participant or other person submit, in such form as it shall deem reasonable and acceptable, proof of any information which the Plan Administrator finds necessary or desirable for the proper administration of the Plan.

4.Records and Disclosures.  The Plan Administrator shall maintain such records as are necessary to carry out the provisions of the Plan.  The Plan Administrator also shall make, or shall appoint one or more individuals employed by the Company to make, all disclosures which are required by ERISA and any subsequent amendments thereto.

5.Mistakes. If there has been a mistake in the amount of a Participant’s benefits paid under the Plan, the mistake may be corrected by the Plan Administrator or its designee when the mistake is discovered.  The mistake may be corrected in any reasonable manner authorized by the Plan Administrator (e.g., by offset against payments remaining to be paid or by payments between the Participant and the Company).  In appropriate circumstances (as determined in

the Plan Administrator’s sole discretion), the Plan Administrator may waive the making of any correction.

6.Expenses.  All costs and expenses incurred by the Board in administering the Plan.

7.No Liability.   No director shall be liable for any action or determination relating to or under the Plan made in good faith.

8.Integration with Statutory Pay or Benefits Requirements.  To the extent that any federal, state or local law, including, without limitation, so-called “plant closing” laws, requires the Company to give advance notice or make a payment of any kind to an employee because of that employee’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, or similar event, the benefits provided under this Plan or the other arrangement shall either be reduced or eliminated to avoid any duplication of payment.  The Company intends for the benefits provided under this Plan to satisfy any and all statutory obligations which may arise out of an employee’s involuntary termination for the foregoing reasons and the Plan Administrator shall so construe and implement the terms of the Plan.  The Plan Administrator will determine how to apply this provision, and may override other provisions of this Plan in doing so.

9.Plan Name and Type.  The name of the severance program is the NitroMed, Inc. Executive Severance Benefit Plan.  The program is intended to constitute an “Employee Welfare Benefits Plan” under Department of Labor Regulation Section 2510.3-2(b) and other applicable regulations and statutes.  Accordingly, benefits hereunder shall not be contingent on retirement, shall not exceed twice the annual compensation of the employee participating in the Plan, and shall be completed within twenty-four (24) months of termination of employment.  The program shall be construed and interpreted in a manner consistent with the foregoing intent.

10.Funding.  Benefits shall be paid from the general assets of the Company and shall not be funded by trust or otherwise.  Nothing herein shall be deemed to create a trust of any kind.

11.Duration of Plan.  The Plan shall continue in force until all benefits are paid.

12.Name and Address of Employer.  The Plan is sponsored by:

NitroMed, Inc.
125 Spring Street
Lexington, Massachusetts 02421

13.Claims Procedure.  Any Participant who believes he or she is entitled to severance benefits under the Plan which are not being paid may submit a written claim for payment to the Plan Administrator, care of the Company’s Vice President of Human Resources. Any Participant otherwise entitled to benefits under this Plan must make such claim within sixty (60) days of termination of employment in order to be eligible for benefits. Any claim for benefits shall be in writing, addressed to the Plan Administrator and must be sufficient to notify the Plan Administrator of the benefit claimed.  If the claim of a Participant is denied, the Plan Administrator shall within a reasonable period of time provide a written notice of denial to

the Participant.  The notice will include the specific reasons for denial, the provisions of the Plan on which the denial is based, and the procedure for a review of the denied claim.  Where appropriate, it will also include a description of any additional material or information necessary to complete or perfect the claim and an explanation of why that material or information is necessary.  The Participant may request in writing a review of a claim denied by the Plan Administrator and may review pertinent documents and submit issues and comments in writing to the Administrator, care of the Company’s Vice President of Human Resources.  The Plan Administrator shall provide to the Participant a written decision upon such request for review of a denied claim.  The decision of the Plan Administrator upon such review shall be final.

14.Drafting Errors.  If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole and exclusive judgment, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole and exclusive judgment of the Plan Administrator.  The Plan Administrator shall amend the Plan retroactively to cure any such ambiguity.

Section VIII:Statement of ERISA Rights

The following statement is required by federal law and regulations.  ERISA provides that all program participants shall be entitled to:

Examine, without charge at the Plan Administrator’s office and at other specified locations, such as work sites, all program documents, and copies of all documents filed by the program with the U.S. Department of Labor, such as detailed annual reports and program descriptions.

1.Obtain copies of all Plan documents and the Plan information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable charge for copies.

2.Receive a copy of a summary of the program’s annual financial report.  The Plan Administrator is required by law to furnish each participant with a copy of this Summary Annual Report.

3.Obtain a statement advising the employee whether he or she has a right to receive benefits under the program and what benefits the employee may receive.  This statement must be requested in writing and is not required to be given more than once a year.  The Plan Administrator must provide the statement free of charge.

4.In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan.  The people who operate the Plan, called “fiduciaries” of the program, have a duty to do so prudently and in the interest of program participants and beneficiaries.  Employers nor any other person may fire an employee or otherwise discriminate against an employee in any way to prevent an employee from obtaining a benefit under the Plan or exercising the employee’s rights under ERISA.

5.If an employee’s claim for a benefit is denied in whole or in part, the employee must receive a written explanation of the reason for the denial.  The employee has the right to have the Plan Administrator review and reconsider the employee’s claim.  Under ERISA, there are steps an employee can take to enforce the above rights.  For instance, if the employee requests materials from the Plan Administrator and does not receive them within thirty (30) days, the employee may file suit in a federal court.  In such a case, the court may require the Plan Administrator to provide the materials and pay the employee up to $110 per day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

6.If an employee’s claim for benefits is denied or ignored, in whole or in part, the employee may file suit in a state or federal court.  If the program fiduciaries misuse the program’s funds, or if an employee is discriminated against for asserting his or her rights, the employee may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.  The court will decide who should pay court costs and legal fees.

7.If an employee is successful, the court may order the person sued to pay costs and fees.  If the employee loses, the court may order the employee to pay these fees (for example, if the claim is frivolous).  Employees should contact the Plan Administrator concerning questions about the program.  Employees who have any questions about this statement or rights under ERISA should contact the nearest area office of the Pension and Welfare Benefits Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210.

Section IX:Miscellaneous Provisions

1.No Employment Rights.  Nothing in this Plan shall be construed to provide any employee with a guarantee of employment and does not supersede the Company’s policy of at will employment.

2.Governing Law.  The Plan and the rights of all persons under the Plan shall be construed in accordance with and under applicable provisions of ERISA, and the regulations thereunder, and the laws of the Commonwealth of Massachusetts (without regard to conflict of laws provisions) to the extent not preempted by federal law.

3.No Limitation Upon Rights of Company.  The Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications or changes of its capital or business structure; to merge or consolidate; to dissolve or liquidate; or to sell or transfer all or any part of its business or assets.

4.Entire Agreement.  This Plan is a consolidation, amendment, and restatement of, and supersedes any and all severance plans or separation policies applying to employees which may have been in effect throughout the Company prior to the effective date of this

Plan, with the exception of individual written change in control agreements applicable to individual executives.

5.Severability.  In case any one or more of the provisions of this Plan (or part thereof) shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions hereof, and this Plan shall be construed as if such invalid, illegal or unenforceable provisions (or part thereof) never had been contained herein.

6.Non-Assignability.  No right or interest of any Participant shall be assignable or transferable in whole or in part either directly or by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge or bankruptcy, provided, however, that this provision shall not be applicable in the case of obligations of a Participant to the Company.

7.Amendment or Termination.  The Company reserves the right to modify, amend or terminate the Plan in whole or in part at any time.  Such amendment, modification or termination shall be effected by a written instrument executed by an authorized officer of the Company.  However, in no event shall such amendment, modification or termination reduce or diminish any severance benefits owing under the Plan for terminations of employment prior to the date of such amendment or termination without the consent of the Participant to whom the benefits are owed.

SCHEDULE A

Severance benefits shall be provided to Participants as described in the NitroMed Executive Severance Benefit Plan (the “Plan”) and Summary Plan Description, as follows:

1.             Executives who have been designated at the level of Senior Vice President or higher by the NitroMed Board of Directors or its Compensation Committee shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms the Plan, for a period of twelve (12) months from a covered termination of employment.

2.             Executives who have been designated at the level of Vice President or higher by the NitroMed Board of Directors or its Compensation Committee shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms the Plan, for a period of six (6) months from a covered termination of employment.

AMENDMENT NO. 1 TO
NITROMED, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN

Pursuant to Section IX, Clause 7 of the NitroMed, Inc. Executive Severance Benefit Plan (the “Plan”), the Plan be, and hereby is, amended as set forth below.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

1.             Section III, Clause 1 of the Plan is hereby deleted in its entirety and the following is substituted in its place:

“1. salary continuation at the Participant’s base rate of pay (as in effect immediately prior to termination, exclusive of any bonuses, commissions, overtime pay, or other extra forms of compensation and less applicable taxes and withholdings) (the “Severance Pay”); provided that, if the Company determines it necessary in order to ensure compliance with Section 409A, the Severance Pay may be paid in a lump sum; and”

2.             Clause 2 of Schedule A to the Plan is hereby deleted in its entirety and the following is substituted in its place:

“2.           Executives who have been designated at the level of Vice President or higher by the NitroMed Board of Directors or its Compensation Committee shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms of the Plan, for a period of six (6) months from a covered termination of employment.  If such an executive remains unemployed throughout and at the conclusion of the initial six month period referenced in the preceding sentence, such executive shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms of the Plan, for up to an additional period of six (6) months; provided, however, that if at any time during such additional six month period such executive becomes reemployed with another employer in a comparable position, the benefits provided pursuant to this paragraph shall terminate immediately.”

3.             Except as herein provided, all other terms and conditions of the Plan remain unchanged and in full force and effect.

NITROMED, INC.

By:	/s/ Kenneth M. Bate
Name:	Kenneth M. Bate
Title:	Chief Financial Officer, Chief Operating Officer,
	Treasurer and Secretary

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

Kenneth M. Bate Named CEO of NitroMed

LEXINGTON, MA (January 22, 2007) – The board of directors of NitroMed, Inc. (NASDAQ:NTMD) elected Kenneth M. Bate, 56, to the role of President and Chief Executive Officer.  He succeeds Jerry Karabelas, Ph.D. who, since March, 2006 served as interim CEO, when Mr. Bate joined NitroMed as chief financial officer and chief operating officer.  Effective immediately, Mr. Bate also becomes a director.  Dr. Karabelas will continue to serve as chairman of NitroMed’s board.

 “Ken’s impressive record of achievement as a life sciences executive in a variety of roles at publicly traded companies, and as an advisor to the industry, serves NitroMed well. In a short period of time his leadership has catalyzed solid advances in the company’s operations,” said Dr. Karabelas.  “We look forward to continuing execution of the BiDil sales strategy and the development of an extended release version of BiDil under his steady hand,” he continued.

Mr. Bate most recently served as executive vice president at Millennium Pharmaceuticals where, through 2004, his duties included chief financial officer and head of commercial operations.  In 1999, he co-founded JSB Partners, an investment banking and transaction advisory firm focused on the biopharmaceutical industry.  He was a partner at JSB Partners until 2002.  From 1997 to 1999, Mr. Bate served as senior managing director and chief executive officer of MPM Capital, LP, a venture capital company. He was also an advisor to BB Bioventures, a venture capital fund.  Mr. Bate’s life sciences industry experience also includes six years at Biogen (now Biogen IDEC); from 1993 to 1996 as the company’s vice president of sales and marketing, and as chief financial officer from 1990 to 1993.

Currently a director of Cubist Pharmaceuticals, Inc. and Coley Pharmaceutical Group, Inc., he is a graduate of Williams College and The Wharton School of the University of Pennsylvania, where he earned an M.B.A.

About NitroMed, Inc.
NitroMed of Lexington, Massachusetts is an 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.  BiDil was approved by the U.S. Food and Drug Administration, primarily on the basis of efficacy data from the Company’s landmark A-HeFT (African American Heart Failure Trial) clinical trial, and is marketed by NitroMed.

Forward Looking Statements
Statements in this press release about future expectations, plans and prospects for the Company, including the Company’s expectations regarding implementation of its revised sales and marketing strategy and its current development plans for an extended release formulation of BiDil, 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: difficulties in successfully developing, obtaining regulatory approval for, manufacturing and commercializing an extended release formulation of BiDil, including the Company’s ability to successfully contract for the development and manufacture of clinical and commercial quantities of an extended release formulation of BiDil on favorable terms, if at all; the

Company’s ability to implement and execute on its revised sales and marketing strategy including without limitation, the Company’s inability to achieve anticipated cost reductions, the Company’s ability to successfully market and sell BiDil with limited sales force support and centralized marketing efforts, the Company’s ability to recruit the specialized sales representatives necessary to execute on this strategy, and the Company’s ability to successfully enter into a co-promotion agreement for BiDil on favorable terms, if at all; the Company’s ability to obtain the substantial additional funding required to conduct manufacturing, marketing and sales of BiDil and to develop, conduct clinical trials for and, if approved, commercialize an extended release formulation of BiDil; patient, physician and third-party payer acceptance of BiDil and/or an extended release formulation of BiDil as a safe and effective therapeutic; the Company’s ability to obtain or maintain intellectual property protection and required licenses; and other important factors discussed in the Section titled “Risk Factors” in the Company’s  Quarterly Report on Form 10-Q for the period ended September 30, 2006, which has been filed with the SEC. 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.

Contact:

Jane A. Kramer
P: 781.266.4220
C: 781.640.8499

For full prescribing information, visit: www.BiDil.com.
BiDil is a registered trademark of NitroMed, Inc.

Source: NitroMed, Inc.

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EX-99.2

Exhibit 99.2

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

James G. Ham, III Elected CFO of NitroMed

LEXINGTON, MA (January 22, 2007) – The board of directors of NitroMed, Inc. (NASDAQ:NTMD) elected James G. Ham, III to the role of Chief Financial Officer.  He succeeds Kenneth M. Bate who assumed the post of chief executive officer of the company.

 “Jim is a tremendous asset to the company” Mr. Bate observed.  “His broad and deep leadership experience in pharmaceuticals will continue to inform the company’s progress towards successfully marketing BiDil.  He’s done an excellent job as a strategic financial steward establishing prudent business practices and assuring sound cash management,” he continued.

Mr. Ham, 57, joined NitroMed in 2004 as vice president of finance from Clearview Projects, a consulting firm providing business development and licensing support services to the biotech industry, where he was chief financial officer. Over the prior 24-year period, he held various positions at Bristol-Myers Squibb Company with financial and operational planning responsibility for the global pharmaceutical and health care enterprise, culminating as vice president Information Technology-Global Business Services from 1994 to 2001.

Mr. Ham is a graduate of Villanova University and he holds an M.B.A. from St. John’s University.

About NitroMed, Inc.
NitroMed of Lexington, Massachusetts is an 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.  BiDil was approved by the U.S. Food and Drug Administration, primarily on the basis of efficacy data from the Company’s landmark A-HeFT (African American Heart Failure Trial) clinical trial, and is marketed by NitroMed.

Forward Looking Statements
Statements in this press release about future expectations, plans and prospects for the Company, including the Company’s expectations regarding the effect of its revised sales and marketing strategy, and its financial guidance with respect to operating expenses and available cash, 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 execute on its revised sales and marketing strategy including without limitation, the Company’s inability to achieve anticipated cost reductions, the Company’s ability to successfully market and sell BiDil with limited sales force support and centralized marketing efforts, the Company’s ability to recruit the specialized sales representatives necessary to execute on this strategy, and the Company’s ability to successfully enter into a co-promotion agreement for BiDil on favorable terms, if at all; the Company’s ability to obtain the substantial additional funding required to conduct manufacturing, marketing and sales of BiDil and to develop, conduct clinical trials for and, if approved, commercialize an extended release formulation of BiDil; patient, physician and third-party payer acceptance of BiDil and/or an extended release formulation of

BiDil as a safe and effective therapeutic; the Company’s ability to obtain or maintain intellectual property protection and required licenses; unanticipated operating expenses for fiscal year 2006 and beyond; and other important factors discussed in the Section titled “Risk Factors” in the Company’s  Quarterly Report on Form 10-Q for the period ended September 30, 2006, which has been filed with the SEC. 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.

Contact:

Jane A. Kramer
P: 781.266.4220
C: 781.640.8499

For full prescribing information, visit: www.BiDil.com.
BiDil is a registered trademark of NitroMed, Inc.

Source: NitroMed, Inc.

2