Exhibit 10.1


ASSIGNMENT OF
LEASE AND ASSUMPTION AGREEMENT


AGREEMENT  (“Assignment”) made as of the 9th day of March, 2007, by and between NITROMED,
INC., a Delaware corporation (“Assignor”) and SHIRE HUMAN GENETIC
THERAPIES, INC., a Delaware corporation (“Assignee”).


W I T N E S S E T
H


WHEREAS, Assignor is the
tenant under that certain lease dated January 30, 2004, by and between Assignor
and Patriot Partners Lexington, LLC, as successor in interest to PM Atlantic
Lexington, LLC (the “Landlord”) as amended on March 9, 2007 (the “Lease”),
annexed hereto and made a part hereof pertaining to certain premises legally
described therein (the “Premises”), and


WHEREAS, capitalized
terms used herein without definition which are defined in the Lease shall have
the respective meanings ascribed to them therein.


NOW, THEREFORE, in
consideration of the sum of ten dollars ($10.00) and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:


1.             Assignor hereby assigns to Assignee the estate of
Assignor as tenant created by the Lease, together with: (a) all of Assignor’s
right, title and interest in, to and under the Lease and the documentation set
forth in Exhibit A attached hereto and the Premises demised thereby, which
Premises are more particularly described in the Lease; (b) any and all rights
to extend or renew the Lease; and (c) any and all other rights and options
granted to Assignor as the Tenant thereunder, to have and to hold the same unto
Assignee, its successors and assigns, from and after the “Effective Date” (as
that term is defined in Section 10 hereof).


2.             Assignee hereby accepts the assignment of the Lease and
the documentation set forth in Exhibit A attached hereto from Assignor
and hereby assumes the obligation to observe and perform all of the terms,
covenants and conditions thereof to be observed or performed by Assignor
thereunder from and after the Effective Date.


3.             Assignor shall remain liable for and will hold Assignee
harmless and indemnify Assignee against any and all claims and/or liabilities
arising from or in connection with the Lease prior to the Effective Date
hereof. Assignee shall be liable for and will hold Assignor harmless and indemnify
Assignor against any and all claims and/or liabilities arising from or in
connection with the Lease from and after the Effective Date hereof.


4.             Assignor represents and warrants that:


(a)           The Lease is in full
force and effect and is enforceable in accordance with its terms.  There exists no default or condition which,
with the giving of notice, the passage of 













time or both, could become a default by Assignor or,
to Assignor’s knowledge, by Landlord under the Lease.


(b)           Other than Assignor,
there are no parties in possession or parties having any current or future
right to occupy the Premises during the term of the Lease.


(c)           There exists no
material violation of any covenant, condition, restriction, easement, agreement
or order to which Assignor is a party or otherwise has knowledge affecting any
portion of the Premises.


(d)           The copy of the Lease attached hereto
as Exhibit A is a true and correct copy of the Lease, and there have been no
modifications or amendments to the Lease except as set forth in said Exhibit A.


5.             In connection with the assignment of the Lease from
Assignor to Assignee, the following terms and conditions shall apply:


(a)           On or before March
9, 2007, Assignor shall deliver possession of the Premises to Assignee in broom
clean condition with all of Assignor’s personal property removed therefrom and
with the Decommissioning Work (defined below) complete in all respects.  Notwithstanding this Assignment, Assignor
shall have the right to occupy approximately 11,000 square feet of office space
as set forth on the plan attached hereto as Exhibit A (the “Retained
Office Space”) until March 31, 2007.  If
Assignor fails to deliver possession of the Retained Office Space to Assignee
as aforesaid on or before April 1, 2007, then Assignor shall pay to Assignee
the amount of (i) $5,000.00 for each and every day that elapses after April 1,
2007, and (ii) $10,000 for each and every day that elapses after April 15,
2007, until Assignor delivers to Assignee possession of the Retained Office
Space in the condition required above. 
Without limitation of the foregoing, Assignor agrees that Assignee may
at any time after April 30, 2007, commence legal action against Assignor to
recover possession of the Retained Office Space.  Assignor and Assignee shall cooperate with
each other from the Effective Date through the Departure Date (as hereinafter
defined) so as to accommodate their shared occupancy of the Premises during
this period.


(b)           Assignor shall pay
for all utilities and other services used at the Premises until the date (the “Departure
Date”) that is the later to occur of March 31, 2007, and the date on which
Assignor actually delivers possession of the Retained Office Space to Assignee
in the condition required above.  All
utilities and other services from and after the Departure Date shall be at the
sole cost and expense of Assignee.


(c)           If Assignee occupies
and/or conducts its business operations within the Premises, i.e., as opposed
to preparing the Premises for Assignee’s occupancy, prior to July 1, 2007,
Assignee shall reimburse Assignor all Yearly Rent, Operating Expenses and Taxes
for the period commencing on the date that Assignee first occupies and/or
conducts business operations in the Premises. 
By way of example, if Assignee commences business operations within the
Premises on May 5, 2007, Assignee shall pay Assignor within five (5) days of
occupancy of the Premises, an amount equal to the sum of the Yearly Rent,
Operating Expenses and Taxes paid for the period commencing on May 5, 2007 and
ending June 30, 2007.



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(d)           Assignor shall
provide Assignee with copies of any permits Assignor obtained from the Town of
Lexington prior to its occupancy of the Premises.


(e)           On or before March
9, 2007, Assignor shall at its sole expense decommission the Premises in
accordance with all applicable laws and with the requirements set forth in
Exhibit B attached hereto (the “Decommissioning Work”).  If Assignor fails to complete such
Decommissioning Work on or before March 9, 2007, which failure continues for
more than twenty (20) days after notice to Assignor thereof, Assignee may, but
shall have no obligation to, complete such Decommissioning Work at Assignor’s
sole cost and expense.


(f)            Assignor hereby
assigns to Assignee all of Assignor’s right, title and interest in and to the
furniture, laboratory equipment, and other personal property listed on Exhibit
C  in its “as is” condition without
any representation or warranty on the part of Assignor except that Assignor
shall warrant to Assignee that Assignor has good and clear title to all such
property, the right to convey such property to Assignee and that all such
property shall be free and clear of all liens and claims of third parties in
and to such property or any of it.  On
the Effective Date, Assignor shall deliver to Assignee a bill of sale for such
property in the form of Exhibit D attached hereto.


(g)           On the Effective
Date, Assignor shall deliver to Assignee the amount of one million one hundred
sixty thousand two hundred and thirty seven dollars and eighty nine cents
($1,160,237.89) as consideration for Assignee’s assumption of the Lease.


(h)           On or before the
Effective Date, Assignee shall deliver to Landlord a Hazardous Waste Management
Program pursuant to Section 17.6 and Exhibit 7 of the Lease.


(i)            For purposes of
Section 26 of the Lease, the Assignee’s address shall be as follows:


Shire Human Genetics
Therapies, Inc.

700 Main Street

Cambridge, MA 02139

Attn:  Vice President, Facilities and
Engineering Operations


Shire Human Genetics
Therapies, Inc.

700 Main Street

Cambridge, MA 02139

Attn:  Legal Counsel


6.             All times set forth herein shall be of the essence.


7.             Assignor and Assignee each represent and warrant one to
the other that, except as may be hereinafter set forth, neither of them has
employed any broker in connection with the negotiations of the terms of this
Assignment or the execution hereof. 
Assignor and Assignee hereby agree to indemnify and to hold each other
harmless against any loss, expense or liability with respect to any claims for
commissions or brokerage fees arising from or out of any breach of the
foregoing representation and warranty. 
Each of Assignor and Assignee has employed as its broker Richards Barry
Joyce and Partners, LLC (the “Broker”). 
Assignor shall be responsible for any commission due Broker in
connection with this Assignment.



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8.             This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.


9.             Assignor and Assignee each represent and warrant to the
other that they have all requisite authority to enter into this Assignment and
to be bound by all terms and provisions set forth herein.  This Assignment is made pursuant to, and
shall be governed by, and construed in accordance with the laws of the Commonwealth
of Massachusetts.


10.           The Effective Date of this Agreement
shall be the date of delivery to Assignor and Assignee of the Landlord’s
Consent to this Assignment.



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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as an instrument under seal as of
the day and year first above written.


	
  

  	
  ASSIGNOR

  	
   

  
	
  WITNESS:

  	
  NITROMED, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Matthew A.
  Ebert

  	
   

  	
  By 

  	
  /s/ James G. Ham, III

  	 

	
   

  	
  Name: James G. Ham, III

  	
   

  
	
   

  	
  Title: CFO

  	
   

  
	
   

  	
  thereunto duly authorized

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  	
   

  
	
  WITNESS:

  	
  SHIRE HUMAN GENETIC THERAPIES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kelly
  Honohan

  	
   

  	
  By 

  	
  /s/ David D. Pendergast

  	 

	
   

  	
  Name: David D. Pendergast

  	
   

  
	
   

  	
  Title: President

  	
   

  
	
   

  	
  thereunto duly authorized

  	
   

  
							



 



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Exhibit A


Lease and Lease
Documentation


1.             Lease.


2.             Letter
Agreement dated February 3, 2004 regarding cosmetic work.


3.             Notice
of Lease dated January 30, 2004.


4.             Rent
Commencement Certificate dated July 15, 2004.


5.             Lehman
SNDA dated April 28, 2005.


6.             Lehman
Estoppel dated April 28, 2005.



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Exhibit B


Decommissioning Work


All decommissioning
activities will take place per relevant local, state and federal regulations
having jurisdiction. In the absence of an authority having jurisdiction,
appropriate measures will be taken per mutual agreement of the parties.  Assignor shall certify that all biological
materials, chemicals, acids, bases, reagents, radioactive isotopes, and other
hazardous and/or flammable materials have been removed from the premises.  Assignor shall certify that all surfaces,
such as but not limited to, biosafety cabinets, chemical fume hoods, chemical
storage cabinets, flammable storage cabinets, laboratory bench tops, and sink
traps, have been properly cleaned or replaced to remove any trace of such
hazardous materials as those mentioned above. Certification shall be in the
form of a signed affidavit from the agency or agencies that performed the
decommissioning services for the Assignor.


Assignor will reasonable
cooperate with Assignee to allow for review of documentation associated with
the decommissioning/decontamination work that is performed.  Assignor will also walk through the facility
with the Assignee to verify that the decommissioning services have been
completed successfully and to Assignee’s reasonable satisfaction and approval.


Assignor shall deliver to
Assignee all maintenance manuals in the possession of Assignor for all
laboratory and mechanical equipment remaining on the Premises.



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Exhibit C


Inventory of
Furniture and Equipment


	
  Offices

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Offices

  	
  Desks

  	
  File

  cabinets

  	
  Chairs

  Swivel

  	
  Non-

  Swivel

  	
  Tables

  
	
  1st floor

  	
  12

  	
  7

  	
  13

  	
  7

  	
  12

  	
  4

  
	
  2nd floor

  	
  42

  	
  38

  	
  76

  	
  38

  	
  38

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cubicles

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Large

  Cubes

  	
  Small

  Cubes

  	
  Desks

  	
  File

  cabinets

  	
  Chairs

  Swivel

  	
   

  
	
  1st floor

  	
  0

  	
  5

  	
  5

  	
  10

  	
  5

  	
   

  
	
  2nd floor

  	
  5

  	
  31

  	
  36

  	
  67

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conference Rooms

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rooms

  	
  Tables

  	
  Non-

  Swivel

  	
   

  	
   

  	
   

  
	
  1st floor

  	
  2

  	
  12

  	
  26

  	
   

  	
   

  	
   

  
	
  2nd floor

  	
  3

  	
  0

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lunch Room

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rooms

  	
  Tables

  	
  Chairs

  	
   

  	
   

  	
   

  
	
  1st floor

  	
  1

  	
  14

  	
  47

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Break Room 

  	
  (in Animal Lab)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rooms

  	
  Tables

  	
  Chairs

  	
   

  	
   

  	
   

  
	
  1st floor

  	
  1

  	
  1

  	
  7

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reception Desk

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Desk

  	
  Chairs

  	
   

  	
   

  	
   

  	
   

  
	
  1st floor

  	
  1

  	
  1

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Laboratory
and Vivarium Equipment


All that certain equipment previously identified by
Assignee and Assignor as evidenced by tagging and labeling such equipment
previous to the date hereof.



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Exhibit D


Bill of Sale


This Bill of Sale is dated as of March 9, 2007 and is
executed and delivered by NitroMed, Inc., a Delaware corporation having a
principal business address at 125 Spring Street, Lexington, Massachusetts 02421
(the “Seller”), to Shire Human Genetic
Therapies, Inc., a Delaware corporation having a place of business at 700 Main
Street, Cambridge, Massachusetts 02139 (the “Buyer”).


WHEREAS,
pursuant to that certain Assignment of Lease and Assumption Agreement, dated as
of even date herewith, by and between Seller and Buyer (the “Agreement”),
Seller has agreed to sell, convey, assign, transfer and deliver to Buyer, and
Buyer has agreed to purchase and acquire, all of Seller’s right, title and
interest in and to the furniture, equipment and other assets of Seller listed
on Exhibit A attached hereto
(the “Assets”);


NOW, THEREFORE, in
consideration of the mutual promises set forth in the Agreement and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Seller hereby agrees as follows:


1.     Seller hereby sells, conveys, assigns, transfers and delivers to
Buyer, its successors and assigns, all of Seller’s rights, title and interest
in and to the Assets.


2.     This sale, conveyance, assignment and transfer has been executed
and delivered by Seller in accordance with the Agreement and is expressly made
subject to any and all obligations and commitments which Buyer has expressly
agreed to perform and discharge pursuant to the Agreement.  Seller warrants to Buyer that Seller has good
and clear title to the Assets, the right to convey the Assets to Buyer and that
the Assets are free and clear of all liens and claims of third parties in and
to the Assets.


3.     The Seller, by its execution of this Bill of Sale, and Buyer, by
its acceptance of this Bill of Sale, each hereby acknowledges and agrees that
neither the representations and warranties nor the rights and remedies of the
Seller and Buyer under the Agreement shall be deemed to be enlarged,
diminished, modified or altered in any way by this instrument.


4.     This Bill of Sale shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts without
giving effect to any choice or conflict of law provision or rule (whether of
the Commonwealth of Massachusetts or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than those of the
Commonwealth of Massachusetts.



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IN WITNESS WHEREOF,
Seller and Buyer have caused this instrument to be duly executed under seal as
of and on the date first above written.


	
  

  	
  NITROMED, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  	 

	
  ACCEPTED:

  	
   

  	
   

  
	
  SHIRE
  HUMAN GENETIC THERAPIES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 



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