EXHIBIT B
LETTER AGREEMENT
August 4, 2003
NitroMed, Inc.
00 Xxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Deutsche Bank Securities Inc.
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that Deutsche Bank Securities Inc.
("DBSI") and X.X. Xxxxxx Securities Inc. as representatives (the
"Representatives") of the several underwriters (the "Underwriters"),
propose to enter into an Underwriting Agreement (the "Underwriting
Agreement") with NitroMed, Inc. (the "Company"), providing for the
public offering by the Underwriters, including the Representatives, of
common stock (the "Common Stock"), of the Company (the "Public
Offering").
To induce the Underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public
Offering, the undersigned agrees that, without the prior written consent
of DBSI on behalf of the Underwriters, the undersigned will not,
directly or indirectly offer, sell, pledge, contract to sell, (including
any short sale), grant any option to purchase or otherwise dispose of
any shares of Common Stock (including, without limitation, shares of
Common Stock of the Company which may be deemed to be beneficially owned
by the undersigned on the date hereof in accordance with the rules and
regulations of the Securities and Exchange Commission, shares of Common
Stock which may be issued upon exercise of a stock option or warrant and
any other security convertible into or exchangeable for Common Stock) or
enter into any Hedging Transaction (as defined below) relating to the
Common Stock (each of the foregoing referred to as a "Disposition") for
a period from the date hereof until and including the date that is 180
days after the date of the final prospectus relating to the Public
Offering (the "Lock-Up Period"). The foregoing restriction is expressly
intended to preclude the undersigned from engaging in any Hedging
Transaction or other transaction which is designed to or reasonably
expected to lead to or result in a Disposition during the Lock-Up Period
even if the securities would be disposed of by someone other than the
undersigned. "Hedging Transaction" means any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any security
(other than a broad-based market basket or index) that includes, relates
to or derives any significant part of its value from the Common Stock.
Notwithstanding the foregoing, the undersigned may transfer (a)
shares of Common Stock acquired in open market transactions by the
undersigned after the completion of the Public Offering, and (1) any or
all of the shares of Common Stock or other Company securities if the
transfer is by (i) gift, will or intestacy, (ii) to immediate family
(i.e. any relationship by blood, marriage or adoption, not more remote
that first cousin), (iii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned,
or (iv) distribution to partners, members or shareholders of the
undersigned; provided, however, that in the case of a transfer pursuant
to clause (b) above, it shall be a condition to the transfer that (x)
the transferee execute an agreement stating that the transferee is
receiving and holding the securities subject to the provisions of this
letter agreement and (y) no filing by any party (donor, donee, trustee,
beneficiary, transferor or transferee) under Section 16(a) of the
Securities Exchange Act of 1934, as amended, shall be required or shall
be made voluntarily in connection with such transfer or distribution
(other than a filing on a Form 5 made after the expiration of the
Lock-Up Period).
The undersigned agrees that the Company may, and that the
undersigned will, (i) with respect to any shares of Common Stock or
other Company securities for which the undersigned is the record holder,
cause the transfer agent for the Company to note stop transfer
instructions with respect to such securities on the transfer books and
records of the Company and (ii) with respect to any shares of Common
Stock or other Company securities for which the undersigned is the
beneficial holder but not the record holder, cause the record holder of
such securities to cause the transfer agent for the Company to note stop
transfer instructions with respect to such securities on the transfer
books and records of the Company.
In addition, the undersigned hereby waives any and all notice
requirements and rights with respect to registration of securities
pursuant to any agreement, understanding or arrangement otherwise
setting forth the terms of any security of the Company held by the
undersigned, including without limitation the Fourth Amended and
Restated Stockholders Agreement dated May 22, 2001. as amended between
the Company arid the other parties named therein (the "Stockholders
Agreement") and any other registration rights agreement to which the
undersigned and the Company may be party, provided that such waiver
shall apply only to the Public Offering, and any other action taken by
the Company in connection with the Public Offering.
The undersigned also agrees that, without the prior written
consent of DBSI on behalf of the Underwriters, it will not, during the
Lock-Up Period, make any demand for or exercise any right with respect
to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.
The undersigned hereby agrees that, to the extent that the terms
of this letter agreement conflict with or are in any way inconsistent
with any registration rights agreement to which the undersigned and the
Company may be a party, including without limitation the Stockholders
Agreement, this letter agreement supersedes such registration rights
agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this letter
agreement. All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Notwithstanding anything herein to the contrary, if the closing of
the Public Offering has not occurred prior to December 31. 2003, this
agreement shall be of no further force or effect.
Signature: ____________________________
Print Name: ____________________________
Number of shares owned Certificate numbers of shares owned:
subject to warrants, options
or convertible securities:
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
RHO VENTURES IV GmbH & CO. RHO VENTURES IV, L.P
BETEILIGUNGS KG By: Rho Management Ventures IV, L.L.C.
By: Rho Capital Partners
General Partner
Verwaltungs GmbH,
General Partner
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: Managing Director Title: Managing Director
RHO MANAGEMENT TRUST II RHO VENTURES IV (QP), L.P.
By: Rho Capital Partners, Inc. By: Rho Management Ventires IV, L.L.C.
as Investment Advisor General Partner
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: Managing Director Title: Managing Director
