Common use of Certificate of Incorporation and Bylaws; Records Clause in Contracts

Certificate of Incorporation and Bylaws; Records. NitroMed has delivered or made available to Deerfield copies of: (a) NitroMed's certificate of incorporation and bylaws, including all amendments thereto; (b) the stock records of NitroMed; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of NitroMed, the board of directors of NitroMed and all committees of the board of directors of NitroMed (the "NitroMed Constituent Documents"). There have been no formal meetings or other proceedings of the stockholders of NitroMed, the board of directors of NitroMed or any committee of the board of directors of NitroMed that are not fully reflected in the minutes and other records delivered or made available to Deerfield pursuant to clause (c) above. There has not been any violation in any material respect of the NitroMed Constituent Documents, and NitroMed has not taken any action that is inconsistent in any material respect with the NitroMed Constituent Documents. The books of account, stock records, minute books and other records of NitroMed are accurate, up to date and complete in all material respects.

Certificate of Incorporation and Bylaws; Records. NitroMed has DPI and Merger Sub have delivered or made available to Deerfield Merger Partner copies of: (a) NitroMed's DPI’s certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of Merger Sub; (b) the stock records of NitroMedDPI and Merger Sub; and (c) the minutes minute and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of NitroMed, the board of directors of NitroMed DPI and all committees of the board of directors of NitroMed Merger Sub (the "NitroMed “DPI Constituent Documents"”). There have been no formal meetings or other proceedings of the stockholders of NitroMedDPI or Merger Sub, the board of directors of NitroMed DPI or Merger Sub or any committee of the board of directors of NitroMed DPI or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to Deerfield Merger Partner pursuant to clause (c) above. There has not been any violation in any material respect of the NitroMed DPI Constituent Documents, and NitroMed DPI has not taken any action that is inconsistent in any material respect with the NitroMed DPI Constituent Documents. The books of account, stock records, minute books and other records of NitroMed DPI are accurate, up to date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. NitroMed has ONCE and ISI have delivered or made available to Deerfield DTI copies of: (a) NitroMedONCE's certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b) the stock records of NitroMedONCE and ISI; and (c) the minutes minute and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of NitroMed, the board of directors of NitroMed ONCE and all committees of the board of directors of NitroMed ISI (the "NitroMed ONCE Constituent Documents"). There have been no formal meetings or other proceedings of the stockholders of NitroMedONCE and ISI, the board of directors of NitroMed ONCE and ISI or any committee of the board of directors of NitroMed ONCE and ISI that are not fully reflected in the minutes and other records delivered or made available to Deerfield DTI pursuant to clause (c) above. There has not been any violation in any material respect of the NitroMed ONCE Constituent Documents, and NitroMed none of ONCE or ISI has not taken any action that is inconsistent in any material respect with the NitroMed ONCE Constituent Documents. The books of account, stock records, minute books and other records of NitroMed ONCE and ISI are accurate, up to date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. NitroMed has and Merger Sub have delivered or made available to Deerfield Archemix copies of: (a) NitroMed's ’s certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of Merger Sub; (b) the stock records of NitroMedNitroMed and Merger Sub; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of NitroMedNitroMed and Merger Sub, the board of directors of NitroMed and Merger Sub and all committees of the board of directors of NitroMed (the "“NitroMed Constituent Documents"”). There have been no formal meetings or other proceedings of the stockholders of NitroMedNitroMed or Merger Sub, the board of directors of NitroMed or Merger Sub or any committee of the board of directors of NitroMed or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to Deerfield Archemix pursuant to clause (c) above. There has not been any violation in any material respect of the NitroMed Constituent Documents, and NitroMed has not taken any action that is inconsistent in any material respect with the NitroMed Constituent Documents. The books of account, stock records, minute books and other records of NitroMed are accurate, up to date and complete in all material respects.