exv10w2





Exhibit 10.2




ARCHEMIX CORP.

STOCKHOLDER AGREEMENT




     THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of November 18, 2008, is by
and among NitroMed, Inc., a Delaware corporation (“Public Company”), Archemix Corp., a
Delaware corporation (“Merger Partner”) (only with respect to Section 2(b) and Section 7
hereof), and the undersigned stockholder (“Stockholder”) of Merger Partner.



     WHEREAS, concurrently with the execution and delivery of this Agreement, Public Company,
Newport Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Public Company
(the “Transitory Subsidiary”), and Merger Partner have entered into an Agreement and Plan
of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time
pursuant to the terms thereof, the “Merger Agreement”), which provides for the merger (the
“Merger”) of the Transitory Subsidiary into Merger Partner in accordance with the terms of
the Merger Agreement;



     WHEREAS, Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act)
of such number of shares of each class of capital stock of Merger Partner as is indicated on the
signature page of this Agreement; and



     WHEREAS, in consideration of the execution and delivery of the Merger Agreement by Public
Company and the Transitory Subsidiary, Stockholder desires to agree to vote the Shares (as defined
herein) over which Stockholder has voting power so as to facilitate the consummation of the Merger;



     NOW, THEREFORE, in consideration of the foregoing, intending to be legally bound, the parties
hereto hereby agree as follows:



     1.     Certain Definitions.



              (a)     Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Merger Agreement. For purposes of this Agreement, the following terms shall have
the following meanings:




                 “Constructive Sale” means with respect to any security, a short sale with
respect to such security, entering into or acquiring an offsetting derivative contract with
respect to such security, entering into or acquiring a futures or forward contract to
deliver such security or entering into any other hedging or other derivative transaction
that has the effect of either directly or indirectly materially changing the economic
benefits or risks of ownership.




                 “Shares” means (i) all shares of capital stock of Merger Partner owned,
beneficially or of record, by Stockholder as of the date hereof, and
(ii) all additional shares of capital stock of Merger Partner acquired by Stockholder, beneficially or of
record, during the period commencing with the execution and delivery of this Agreement and
expiring on the Expiration Date (as such term is defined in Section 12 below).




                 “Transfer” means, with respect to any security, the direct or indirect
assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation
or suffrage of a lien, security interest or encumbrance in or upon, or the gift, placement
in trust, or the Constructive Sale or other disposition of such security (including
transfers by testamentary or intestate succession or otherwise by operation of law) or any
right, title or interest therein (including, but not limited to, any right or power to vote
to which the holder thereof may be entitled, whether



 









 







such right or power is granted by proxy or otherwise), or the record or beneficial
ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other
disposition, and each agreement, arrangement or understanding, whether or not in writing, to
effect any of the foregoing.



     2.     Transfer and Voting Restrictions With Respect to the Shares.



              (a)     At all times during the period commencing with the execution and delivery of this
Agreement and expiring on the Expiration Date, Stockholder shall not, except in connection with the
Merger or as the result of the death of Stockholder or as otherwise permitted by this Agreement,
Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement,
commitment or other arrangement with respect thereto, unless the person to which such Shares are
being Transferred shall have executed and delivered a counterpart of this Agreement and agreed
pursuant thereto, for the benefit of Public Company and Transitory Subsidiary, to hold such Shares
subject to all terms and conditions of this Agreement.



              (b)     Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or
provide any other person with the authority to vote any of the Shares other than in compliance with
this Agreement, Merger Partner shall not, and Stockholder hereby unconditionally and irrevocably
instructs Merger Partner to not, (i) permit any such Transfer on its books and records, (ii) issue
a new certificate representing any of the Shares or (iii) record such vote, in each case, unless
and until Stockholder shall have complied with the terms of this Agreement.



              (c)     Except as otherwise permitted by this Agreement or by order of a court of competent
jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal
power, authority and right to vote all of the Shares then owned of record or beneficially by
Stockholder or otherwise prevent or disable Stockholder from performing any of his, her or its
obligations under this Agreement. Without limiting the generality of the foregoing, except for
this Agreement and as otherwise permitted by this Agreement, Stockholder will not enter into any
voting agreement with any person or entity with respect to any of the Shares, grant any person or
entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares,
deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement
with any person or entity limiting or affecting Stockholder’s legal power, authority or right to
vote the Shares in favor of the approval of the Proposed Transaction.



     3.     Agreement to Vote Shares.



             (a)     Prior to the Expiration Date, at every meeting of the stockholders of Merger Partner
called, and at every adjournment or postponement thereof, and on every action or approval by
written consent of the stockholders of Merger Partner, Stockholder (in Stockholder’s capacity as
such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes
of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant
to this Agreement, vote (i) in favor of adoption of the Merger Agreement and approval of the
transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against
the approval or adoption of any proposal made in opposition to, or in competition with, the
Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the
Proposed Transaction): (A) any merger, consolidation or business combination involving Merger
Partner or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or
transfer of all or substantially all of the assets of Merger Partner or any of its subsidiaries;
(C) any reorganization, recapitalization, dissolution, liquidation or winding up of Merger Partner
or any of its subsidiaries that is prohibited by the Merger Agreement; or (D) any other action that
is a breach of any covenant, representation or warranty or any other obligation or agreement of Merger
Partner under the Merger Agreement or of Stockholder under this Agreement (each of (ii)
and (iii), a “Competing Transaction”).



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              (b)     If Stockholder is the beneficial owner, but not the record holder, of the Shares,
Stockholder agrees to take all actions necessary to cause the record holder and any nominees to
vote all of the Shares in accordance with Section 3(a).



     4.     Grant of Irrevocable Proxy.



              (a)     Except as set forth in Section 4(f) hereof, Stockholder hereby irrevocably (to the fullest
extent permitted by law) grants to, and appoints, Public Company and each of its executive officers
and any of them, in their capacities as officers of Public Company (the “Grantees”), as
Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for
and in the name, place and stead of Stockholder, to vote the Shares, to instruct nominees or record
holders to vote the Shares, or grant a consent or approval in respect of such Shares in accordance
with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed
adjournments or postponements of any meeting of stockholders at which any of the matters described
in Section 3 hereof is to be considered.



              (b)     Stockholder represents that any proxies heretofore given in respect of the Shares that may
still be in effect are not irrevocable, and such proxies are hereby revoked.



              (c)     Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given
in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given
to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General
Corporation Law.



              (d)     The Grantees may not exercise this irrevocable proxy on any other matter except as
provided above. Stockholder may vote the Shares on all other matters.



              (e)     Public Company may terminate this proxy with respect to Stockholder at any time at its
sole election by written notice provided to Stockholder.



              (f)     The proxy set forth in this Section 4 shall terminate upon the termination of this
Agreement in accordance with Section 12 hereof.



     5.     No Solicitation. Stockholder, in his, her or its capacity as a Stockholder, shall
not directly or indirectly, (a) solicit, initiate, encourage, induce or knowingly facilitate the
communication, making, submission or announcement of any Acquisition Proposal or Acquisition
Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or
Acquisition Inquiry, (b) engage in discussions or negotiations with any Person with respect to any
Acquisition Proposal or Acquisition Inquiry, (c) approve, endorse or recommend any Acquisition
Proposal, or (d) enter into any letter of intent or similar document or any Contract contemplating
or otherwise relating to any Acquisition Transaction.



     6.     Lock-Up With Respect to Public Company Common Stock.



              (a)     Stockholder shall not Transfer any shares of Public Company Common Stock or any securities
convertible into or exercisable or exchangeable for Public Company Common Stock owned



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of record or beneficially by Stockholder during the period commencing upon the Effective Time
and ending 90 days after the date on which the Effective Time occurs with respect to 50% of such
shares and 180 days after the Effective Time with respect to the remainder of such shares. The
foregoing sentence shall not apply to (a) transactions relating to shares of Public Company Common
Stock or other securities acquired in open market transactions after the Effective Time; (b)
transfers of shares of Public Company Common Stock or other securities as a bona fide gift; (c)
distributions of shares of Public Company Common Stock or other securities to partners, members or
shareholders of the Stockholder or to the estate of any deceased partner or member of the
Stockholder; (d) transfers to any family limited partnership or family limited liability company
whose partnership or equity interests are owned by, or a trust for the direct or indirect benefit
of, or controlled by, the Stockholder or the immediate family of the Stockholder; (e) transfers to
the Stockholder’s Affiliates or to any investment fund or other entity controlled or managed by the
Stockholder; provided that in the case of any transfer or distribution pursuant to clause
(b), (c), (d) or (e), (i) each donee, distributee or transferee shall sign and deliver a lock-up
letter containing substantially similar provisions as are set forth in this Section 6; or (f)
transfers to any beneficiary of the Stockholder pursuant to will, intestacy, trust or other
testamentary document or applicable laws of descent. In addition, the Stockholder agrees that,
without the prior written consent of Public Company, it will not, during the period commencing on
the Effective Time and ending 180 days after the date on which the Effective Time occurs, make any
demand for or exercise any right with respect to, the registration of any shares of Public Company
Common Stock or any securities convertible into or exercisable or exchangeable for Public Company
Common Stock. The Stockholder also agrees and consents to the entry of stop transfer instructions
with Public Company’s transfer agent and registrar against the transfer of the undersigned’s shares
of Public Company Common Stock or any securities convertible into or exercisable or exchangeable
for Public Company Common Stock except in compliance with the foregoing restrictions.




             (b)     In the event that Public Company releases any shares of Public Company Common Stock from
the lock-up restrictions set forth above, the same percentage of shares of Public Company Common
Stock held by such persons that are so released from the lock-up restrictions shall be immediately
and fully released with respect to shares of Public Company Common Stock held by the Stockholder.



     7.     Termination of Merger Partner Registration Rights and Shareholders Agreement.
Stockholder, as a party to that certain Third Amended and Restated Registration Rights Agreement
dated June 13, 2007, as it may be amended from time to time (the “Registration Rights
Agreement”) and as a Purchaser and holder of Senior Conversion Shares and Senior Restricted
Stock (as each such term is defined in the Registration Rights Agreement), together with Merger
Partner, hereby consent to the termination of the Registration Rights Agreement effective upon, and
subject to, the Closing, such that after such Closing the Registration Rights Agreement shall have
not further force or effect. Stockholder, as a party to that certain Third Amended and Restated
Shareholders Agreement dated June 13, 2007, as it may be amended from time to time (the
“Shareholders Agreement”) and as a Preferred Shareholder (as such term is defined in the
Shareholders Agreement), together with Merger Partner, hereby consent to the termination of the
Shareholders Agreement effective upon, and subject to, the Closing, such that after such Closing
the Shareholders Agreement shall have not further force or effect.



     8.     Action in Stockholder Capacity Only. Stockholder makes no agreement or
understanding herein as a director or officer of Merger Partner. Stockholder signs solely in
Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and
nothing herein shall limit or affect any actions taken in Stockholder’s capacity as an officer or
director of Merger Partner. Nothing herein shall prevent or preclude an officer, director or
manager of the Stockholder who is serving as a director of Merger Partner from taking or not taking
any action in his capacity as a director of Merger Partner.



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     9.     Representations and Warranties of Stockholder.



              (a)     Stockholder hereby represents and warrants to Public Company as follows: (i) Stockholder
is the beneficial or record owner of the shares of capital stock of Merger Partner indicated on the
signature page of this Agreement free and clear of any and all pledges, liens, security interests,
mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) Stockholder
does not beneficially own any securities of Merger Partner other than the shares of capital stock
and rights to purchase shares of capital stock of Merger Partner set forth on the signature page of
this Agreement; (iii) Stockholder has full power and authority to make, enter into and carry out
the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4; and (iv)
this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a
valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its
terms. Stockholder agrees to notify Public Company promptly of any additional shares of capital
stock of Merger Partner of which Stockholder becomes the beneficial owner after the date of this
Agreement.



              (b)     As of the date hereof and for so long as this Agreement remains in effect, except for this
Agreement or as otherwise permitted by this Agreement, Stockholder has full legal power, authority
and right to vote all of the Shares then owned of record or beneficially by Stockholder, in favor
of the approval and authorization of the Proposed Transaction without the consent or approval of,
or any other action on the part of, any other person or entity (including, without limitation, any
governmental entity). Without limiting the generality of the foregoing, Stockholder has not
entered into any voting agreement (other than this Agreement and the Third Amended and Restated
Shareholders Agreement dated June 13, 2007) with any person with respect to any of the Shares,
granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of
the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or
agreement with any person limiting or affecting Stockholder’s legal power, authority or right to
vote the Shares on any matter.



              (c)     The execution and delivery of this Agreement and the performance by Stockholder of his,
her or its agreements and obligations hereunder will not result in any breach or violation of or be
in conflict with or constitute a default under any term of any agreement, judgment, injunction,
order, decree, law, regulation or arrangement to which Stockholder is a party or by which
Stockholder (or any of his, her or its assets) is bound, except for any such breach, violation,
conflict or default which, individually or in the aggregate, would not materially impair or
materially adversely affect Stockholder’s ability to perform his, her or its obligations under this
Agreement or render inaccurate any of the representations made by Stockholder herein.



              (d)     Stockholder understands and acknowledges that Public Company, the Transitory Subsidiary
and Merger Partner are entering into the Merger Agreement in reliance upon Stockholder’s execution
and delivery of this Agreement and the representations and warranties of Stockholder contained
herein.



     10.     Exchange of Shares; Waiver of Rights of Appraisal. If the Merger is consummated,
the Shares shall, pursuant to the terms of the Merger Agreement, be exchanged for the consideration
provided in the Merger Agreement. Stockholder hereby waives, and agrees to prevent the exercise
of, any rights of appraisal with respect to the Merger, or rights to dissent from the Merger, that
such Stockholder may have by virtue of his, her or its beneficial ownership of the Shares.



     11.     Confidentiality. Stockholder recognizes that successful consummation of the
Proposed Transaction may be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, and so that Public Company may rely
on the safe harbor provisions of Rule 100(b)(2)(ii) of Regulation FD promulgated under the Exchange
Act, Stockholder



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hereby agrees not to disclose or discuss such matters with anyone not a party to this
Agreement (other than its counsel and advisors, if any, and the officers, directors, counsel and
advisors of Merger Partner) without the prior written consent of Public Company and Merger Partner,
except for disclosures Stockholder’s counsel advises are required by applicable law, in which case
Stockholder shall give notice of such disclosure to Public Company and Merger Partner as promptly
as practicable so as to enable Public Company and Merger Partner to seek a protective order from a
court of competent jurisdiction with respect thereto.




     12.     Termination. This Agreement including without limitation, Section 4 hereof, shall
terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and
time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article 9
thereof or (b) other than Sections 6, 7 and 13 hereof, the Effective Time (the “Expiration
Date”). Notwithstanding anything in this Agreement to the contrary, (i) Sections 6, 7 and 13
hereof shall remain in full force and effect following the Effective Time for the time period
provided in Section 6 and (ii) if the Effective Time has not occurred prior to June 30, 2009, this
Agreement, including without limitation Sections 6, 7 and 13 shall be of no further force or
effect.



     13.     Miscellaneous Provisions.



              (a)     Amendments, Modifications and Waivers. This Agreement may not be amended or
modified except by an instrument in writing signed on behalf of each of the parties hereto. Any
agreement on the part of a party hereto to any waiver of any term or condition hereof shall be
valid only if set forth in a written instrument signed on behalf of such party. Such waiver shall
not be deemed to apply to any term or condition other than that which is specified in such waiver.
The failure of any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.



              (b)     Entire Agreement. This Agreement constitutes the entire agreement among the
parties to this Agreement and supersedes any prior understandings, agreements or representations by
or among the parties hereto, or any of them, written or oral, with respect to the subject matter
hereof.



              (c)     Governing Law. All matters arising out of or relating to this Agreement and the
transactions contemplated hereby (including without limitation its interpretation, construction,
performance and enforcement) shall be governed by and construed in accordance with the internal
laws of the State of Delaware without giving effect to any choice or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that would cause the application
of laws of any jurisdictions other than those of the State of Delaware.



              (d)     Submission to Jurisdiction. Each of the parties to this Agreement (i) consents to
submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of
Delaware in any action or proceeding arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement, (ii) agrees that all claims in respect of such action
or proceeding may be heard and determined in such court, (iii) agrees that it shall not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave from such court and
(d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or
any of the transaction contemplated by this Agreement in any other court. Each of the parties
hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety or other security that might be required of any other party
with respect thereto. Any party may make service on another party by sending or delivering a copy
of the process to the party to be served at the address and in the manner provided for the giving
of notices in Section 13(m) hereof. Nothing in this Section 13(d), however, shall affect the right
of any party to serve legal process in any other manner permitted by law.



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              (e)     WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS
AGREEMENT.



              (f)     Attorneys’ Fees. In any action at law or suit in equity to enforce this Agreement
or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be
entitled to receive its reasonable attorneys’ fees and all other reasonable costs and expenses
incurred in such action or suit.



              (g)     Assignment and Successors. Except for any Transfer made in compliance with
Section 2(a) hereof, no party may assign any of its rights or delegate any of its performance
obligations under this Agreement, in whole or in part, by operation of law or otherwise without the
prior written consent of the other parties, except that Public Company, without obtaining the
consent of any other parties hereto, shall be entitled to assign this Agreement or all or any of
its rights or obligations hereunder to any one or more of its Affiliates. No assignment by Public
Company under this Section 13(g) shall relieve Public Company of its obligations under this
Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit
of, and be enforceable by, the parties hereto and their respective successors and permitted
assigns, including, without limitation, Stockholder’s estate and heirs upon the death of
Stockholder. Any purported assignment of rights or delegation of performance obligations in
violation of this Section 13(g) shall be null and void.



              (h)     No Third Party Beneficiaries. This Agreement is not intended, and shall not be
deemed, to confer any rights or remedies upon any person other than the parties hereto and their
respective successors and permitted assigns, or to otherwise create any third-party beneficiary
hereto.



              (i)     Cooperation. Stockholder agrees to cooperate fully with Public Company and to
execute and deliver such further documents, certificates, agreements and instruments and to take
such other actions as may be reasonably requested by Public Company to evidence or reflect the
transactions contemplated by this Agreement and to carry out the intent and purpose of this
Agreement. Stockholder hereby agrees that Public Company and Merger Partner may publish and
disclose in the Registration Statement and any resale registration statement relating thereto
(including all documents and schedules filed with the SEC) and the Proxy Statement/Prospectus, such
Stockholder’s identity and ownership of Shares and the nature of such Stockholder’s commitments,
arrangements and understandings under this Agreement and may further file this Agreement as an
exhibit to the Registration Statement or in any other filing made by Public Company or Merger
Partner with the SEC relating to the Proposed Transaction.



              (j)     Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties hereto agree that the court making such determination shall have the
power to limit the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provision that is valid and enforceable
and that comes closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified. In the event such court does
not exercise the power granted to it in the prior sentence, the parties hereto agree to replace
such invalid or unenforceable term or provision with a valid and enforceable term or provision
that will achieve, to the extent possible, the economic, business and other purposes of such
invalid or unenforceable term.



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              (k)     Time of Essence. With regard to all dates and time periods set forth or referred
to in this Agreement, time is of the essence.



              (l)     Specific Performance; Injunctive Relief. The parties hereto acknowledge that
Public Company and Merger Partner shall be irreparably harmed and that there shall be no adequate
remedy at law for a violation of any of the covenants or agreements of Stockholder set forth in
this Agreement. Stockholder accordingly agrees that, in addition to any other remedies that may be
available to Public Company or Merger Partner, as applicable upon any such violation, such party
shall have the right to enforce such covenants and agreements by specific performance, injunctive
relief or by any other means available to such party at law or in equity without posting any bond
or other undertaking.



              (m)     Notices. All notices and other communications hereunder shall be in writing and
shall be deemed duly delivered (i) four business days after being sent by registered or certified
mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next
business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each
case to the intended recipient as follows: (A) if to Public Company or Merger Partner, to the
address provided in the Merger Agreement, including to the persons designated therein to receive
copies, and (B) if to Stockholder, to Stockholder’s address shown below Stockholder’s signature on
the signature page hereof.



              (n)     Counterparts and Signature. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall be
considered one and the same agreement and shall become effective when counterparts have been signed
by each of the parties hereto and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. The exchange of copies of this Agreement of amendments
thereto and of signature pages by facsimile transmission or by email transmission in portable
document format, or similar format, shall constitute effective execution and delivery of such
instrument(s) as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile or by email transmission in portable document
format, or similar format, shall be deemed to be their original signatures for all purposes.



              (o)     Headings. The headings contained in this Agreement are for convenience of
reference only and shall not affect in any way the meaning or interpretation of this Agreement.



              (p)     Legal Representation. This Agreement was negotiated by the parties with the
benefit of legal representation and any rule of construction or interpretation otherwise requiring
this Agreement to be construed or interpreted against any party shall not apply to any construction
or interpretation thereof.



              (q)     Parallel Stockholder Agreements. The Merger Partner represents to the Stockholder
that it has entered into Stockholder Agreements with identical terms to this Agreement with other
stockholders of the Merger Partner, and the Merger Partner agrees not to amend or waive any
provision of such agreements without first providing Stockholder with an opportunity to have the
same amendment or waiver in connection with this Agreement.



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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the
date first written above.



	 	 	 
	NITROMED, INC.
	 	STOCKHOLDER:
	 
	 	 
	                                                               
	 	                                                               
	Name: Kenneth M. Bate
	 	Name:
	Title: President & CEO
	 	Title:
	 
	 	 
	 
	 	Address:
	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 	Telephone: (___) ____-________
	 
	 	Facsimile: (___) ____-________
	 
	 	E-Mail Address:  ___________________






Shares Beneficially Owned by Stockholder:




      
               shares of Merger Partner Common Stock




                   
  shares of Merger Partner Series A Preferred Stock




      
               shares of Merger Partner Series B Preferred Stock




      
               shares of Merger Partner Series C Preferred Stock




      
               Merger Partner Stock Options




      
               Merger Partner Warrants




[Signature Page to Archemix Corp.
Stockholder Agreement]



 









 








With respect to Section 2(b) and Section 7 only:



	 	 	 	 	 
	ARCHEMIX CORP.:





——————————————

Name: Gregg Beloff

Title: Chief Financial Officer

 	 	 
	 	 	 
	 	 	 
	 	 	 



[Signature Page to Archemix Corp.
Stockholder Agreement]



 








 






	 	 	 	 	 



Schedule of Signatories to Archemix Corp. Stockholder Agreement




Atlas Venture Entrepreneurs’ Fund V, L.P.

Atlas Venture Fund V, L.P.

Care Capital Investments II, LP

Care Capital Offshore Investments II, LP

Excelsior Venture Partners III, L.L.C.

Highland Capital Partners VI Limited Partnership

Highland Capital Partners VI-B Limited Partnership

Highland Entrepreneurs’ Fund VI Limited Partnership

International Biotechnology Trust plc

International Life Sciences Fund III (LP1), L.P.

International Life Sciences Fund III (LP2), L.P.

International Life Sciences Fund III Co-Investment, L.P.

International Life Sciences Fund III Strategic Partners, L.P.

Lumira Capital I Limited Partnership

Lumira Capital I Quebec Limited Partnership

Merck KGaA

MLII Co-Investment Fund NC Limited Partnership

POSCO Bio Ventures I, L.P.

Prospect Venture Partners II, L.P.

Prospect Venture Partners, L.P.

Rho Management Trust I

Rho Ventures GmbH & Co. Beteiligungs KG

Rho Ventures IV (QP), L.P.

Rho Ventures IV, L.P.





[Signature Page to Archemix Corp.
Stockholder Agreement]