DEERFIELD CAPITAL, L.P.Nitromed Inc • January 29th, 2009 • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of NitroMed, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
NITROMED, INC.Incentive Stock Option Agreement • March 10th, 2005 • Nitromed Inc • Pharmaceutical preparations
W I T N E S S E T H:Stockholders' Agreement • August 20th, 2003 • Nitromed Inc • Delaware
RECITALSSupply Agreement • March 10th, 2005 • Nitromed Inc • Pharmaceutical preparations • New York
INTRODUCTIONConsulting Agreement • March 10th, 2005 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
INTRODUCTIONConsulting Agreement • March 30th, 2004 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 4.1 FORM OF SENIOR INDENTURENitromed Inc • August 3rd, 2005 • Pharmaceutical preparations • New York
EXHIBIT NO. 10.4 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEEN NITROMED, INC.Development and License Agreement • August 20th, 2003 • Nitromed Inc • Massachusetts
AGREEMENTAgreement • August 20th, 2003 • Nitromed Inc • Massachusetts
INTRODUCTIONCollaboration and License Agreement • August 20th, 2003 • Nitromed Inc • Massachusetts
EXHIBIT NO. 10.8 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. RESEARCH AND LICENSE AGREEMENT This Agreement is effective June 1, 1993 ("the EFFECTIVE DATE") by and between...Research and License Agreement • August 20th, 2003 • Nitromed Inc • Massachusetts
EXHIBIT NO. 10.5 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • August 20th, 2003 • Nitromed Inc • New Jersey
NITROMED, INC.Nitromed Inc • March 10th, 2005 • Pharmaceutical preparations
LEASE, and Attornment Agreement • August 20th, 2003 • Nitromed Inc • Massachusetts
EXHIBIT 4.2 FORM OF SUBORDINATED INDENTURENitromed Inc • August 3rd, 2005 • Pharmaceutical preparations • New York
RECITALSProfessional Service Agreement • October 2nd, 2003 • Nitromed Inc • Pharmaceutical preparations • Maryland
NITROMED, INC. Shares of Common Stock, $0.01 par value per share PLACEMENT AGENCY AGREEMENTSubscription Agreement • January 25th, 2006 • Nitromed Inc • Pharmaceutical preparations • New York
] Shares NitroMed, Inc. Common Stock ($ 0.01 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2004 • Nitromed Inc • Pharmaceutical preparations • New York
NitroMed, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of [ ] shares of the Company's Common Stock, $0.01 par value (the "Firm Shares"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to [ ] additional shares of the Company's Common Stock (the "Option Shares") as set forth below.
Exhibit 10.1 PUBLIC COMPANY STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this "Agreement"), dated as of January 27, 2009, is by and between NitroMed, Inc., a Delaware corporation ("Public Company"), and the undersigned stockholder ("Stockholder")...Public Company Stockholder Agreement • January 29th, 2009 • Nitromed Inc • Pharmaceutical preparations • Delaware
Common StockNitromed Inc • October 21st, 2003 • Pharmaceutical preparations • New York
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Colorado
This Settlement Agreement and Release (the “Agreement”) is made and entered into as of the date of the last signature below (the “Effective Date”), by and among Gilead Sciences, Inc. (in its own capacity and as successor in interest to NeXstar Pharmaceuticals, Inc., successor in interest to NeXagen, Inc.), a Delaware corporation, with its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404 (“Gilead”), Archemix Corp., a Delaware corporation, with its principal place of business at 1 Hampshire Street, 5th Floor, Cambridge, MA 02139 (“Archemix”), and University License Equity Holdings, Inc. (formerly known as University Technology Corporation, successor in interest to University Research Corporation), a Colorado corporation, having a mailing address at 4001 Discovery Drive, Suite 390C, Boulder, CO 80309 (“ULEHI”). Gilead, Archemix and ULEHI are referred to herein individually as a “Party” and collectively as the “Parties”.
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and MERCK KGaA June 6, 2007Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 6, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • October 23rd, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this "Agreement") is entered into as of October 22, 2008, by and among NitroMed, Inc., a Delaware corporation ("Seller"), and HealthCare Ventures, Rho Ventures and Invus Public Equities, L.P. (each a "Stockholder" and collectively, the "Stockholders") and JHP Pharmaceuticals, LLC, a Delaware limited liability company ("Buyer").
RESEARCH AND LICENSE AGREEMENT BETWEEN EYETECH PHARMACEUTICALS, INC. AND ARCHEMIX CORP. Dated April 8, 2004Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This Research and License Agreement (the “Agreement”) is made and entered into as of this 8th day of April 2004 (the “Effective Date”) between Archemix Corp., a Delaware corporation with offices at One Hampshire Street, Cambridge, MA 02139 (“ARCHEMIX”), and Eyetech Pharmaceuticals, Inc., a Delaware corporation with offices at 500 Seventh Avenue, 18th Floor, New York, New York 10018 (“EYETECH”).
LICENSE AGREEMENT BETWEEN GILEAD SCIENCES, INC. AND ARCHEMIX CORP. October 23, 2001License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • California
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
January 15, 2008 James Ham Boxborough, MA 01719 Dear Jim:Retention Agreement • January 17th, 2008 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
The purpose of this Retention Agreement (“Agreement”) is to confirm the terms of your continued employment and retention by NitroMed, Inc. (“NitroMed”). The economic benefits to be provided to you under this Agreement are contingent on your agreement to and compliance with the provisions of this Agreement. This Agreement shall have an Effective Date as of January 15, 2008 (the “Effective Date”).
COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENTCollaborative Research, Services and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement (this “Agreement”) is made effective as of July 31, 2007 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ophthotech Corporation, a Delaware corporation with offices at c/o SV Life Sciences, 60 State Street, Suite 3650, Boston, MA 02109 (“Ophthotech”). Archemix and Ophthotech are each hereinafter referred to individually as a “Party” and together as the “Parties.”
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTStock Purchase Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT dated as of [ ] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Nuvelo, Inc., a Delaware corporation (the “Purchaser”).
MARCH 22, 2004 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement ("First Amendment") is made and entered into this 22nd day of March, 2004 by and between WILLIAM J. CALLAHAN, an individual with an address c/o P.O. Box 269,...Lease Agreement • March 30th, 2004 • Nitromed Inc • Pharmaceutical preparations
NitroMed, Inc. STOCKHOLDER AGREEMENTStockholder Agreement • November 18th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of November , 2008, is by and among NitroMed, Inc., a Delaware corporation (“Public Company”) (only with respect to Section 2(b) and Section 11 (and any provisions relating thereto)), Archemix Corp., a Delaware corporation (“Merger Partner”), and the undersigned stockholder (“Stockholder”) of Public Company.
LICENSE AGREEMENTLicense Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of July 23, 2007 (the “Effective Date”), by and between Archemix Corp., having principal offices at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”), and Isis Pharmaceuticals, Inc., having principal offices at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”). Archemix and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
AGREEMENTAgreement • August 20th, 2003 • Nitromed Inc • Massachusetts
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between ARCHEMIX CORP. and TAKEDA PHARMACEUTICAL COMPANY LIMITED June 11, 2007Collaborative Research and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 11, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Takeda Pharmaceutical Company Limited, a Japanese corporation with a principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“TAKEDA”). Each of TAKEDA and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENTTechnology Development and License Agreement • December 19th, 2008 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) dated as of August 6, 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Aptamera, Inc., a Delaware corporation, having a place of business at 640 S. Fourth Street, Suite 400, Louisville, KY 40202, (“Aptamera”). Each of Archemix and Aptamera may be referred to herein as a “Party” and together as the “Parties.”
