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  Exhibit 10.2    
    


 VOTING AGREEMENT  


        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"). 


 INTRODUCTION  


        A.    Concurrently
with the execution and delivery of this Agreement, Seller and Buyer are entering into a Purchase and Sale Agreement (the "Purchase
Agreement") pursuant to which, among other things, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's
right, title and interest in and to all of the Acquired Assets, free and clear of any and all Security Interests, and Buyer shall assume from Seller and be responsible for the Assumed Liabilities.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. 


        B.    As
of the date hereof, each Stockholder is the record and beneficial owner of that number of shares of common stock of Seller, $0.01 par value per share
("Common Stock"), or any other shares of capital stock of Seller, or any other securities exercisable or exchangeable for, or convertible into, capital stock of Seller, or
other right to acquire any securities of Seller, in each case as set forth opposite such Stockholder's name on Schedule I attached hereto (such shares of Common
Stock and such other securities collectively referred to as the "Existing Securities," and together with all additional securities of Seller, including all additional
shares of capital stock of Seller, or any other securities exercisable or exchangeable for, or convertible into, capital stock of Seller, or other right to acquire any securities of Seller, which such
Stockholder acquires beneficial ownership of after the date hereof, collectively referred to as "Seller Securities"). For purposes hereof, the term
"beneficial owner," "beneficial ownership" or "beneficially
own" with respect to Seller Securities has the meaning determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). 


        C.    As
a condition to, and in reliance upon, entering into the Purchase Agreement, Buyer has required each Stockholder to agree, and each Stockholder has agreed, to enter
into this Agreement. 


        NOW,
THEREFORE, in consideration of the preliminary statements above and of the mutual agreements, covenants, representations, and warranties contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows: 


 ARTICLE I

VOTING MATTERS  


        Section 1.1    Agreement to Vote.    Each Stockholder severally with respect to
itself covenants and agrees that, at any meeting of the stockholders of Seller (including the Seller Stockholders' Meeting) however called, or any adjournment or postponement thereof, such Stockholder
shall (i) appear, in person or by proxy, or otherwise cause such Stockholder's Seller Securities to be duly counted as present thereat for purposes of establishing a quorum, and
(ii) vote (or cause to be voted), in person or by proxy, or, in case of stockholders' action taken by written consent, deliver (or cause to be delivered) a written consent covering all of the
Seller Securities beneficially owned by such Stockholder as of the applicable record date (i) in favor of the Voting Proposal and (ii) against any Acquisition Proposal. Any such vote
shall be cast or written consent shall be given by such Stockholder in accordance with such procedures relating thereto. 


        Section 1.2    Irrevocable
Proxy.    Each Stockholder hereby irrevocably appoints Buyer as its proxy and
attorney-in-fact to vote all Seller Securities solely on the matters described in Section 1.1 (the 







 



"Proxy").
Each Stockholder hereby acknowledges and agrees that the Proxy (i) is given in connection with the execution of the Purchase Agreement, (ii) is
given to secure the performance of such Stockholders obligations hereunder, and (iii) is coupled with an interest (for purposes of the Delaware General Corporation Law and otherwise) and may
under no circumstances be revoked. The Proxy shall automatically terminate without any further action of the parties upon the valid termination of this Agreement. 


        Section 1.3    Further
Assurances.    From time to time, at Buyer's request and without further consideration, each Stockholder,
at such Stockholder's own expense, agrees to execute and deliver any other agreement, form or document and take all such further actions as may be reasonably necessary to carry out and give effect to
the provisions of this Agreement, including the grant of the Proxy. 


 ARTICLE II

REPRESENTATIONS AND WARRANTIES  


        Section 2.1    Stockholder Representations and Warranties.    Each Stockholder
severally with respect to itself hereby represents and warrants to Buyer as follows: 



        (a)   Such
Stockholder is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it was organized. Such Stockholder has
all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement has been duly and validly
authorized by the governing body, if any, of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize or consummate this Agreement. This Agreement has been
duly and validly executed and delivered by such Stockholder, and (assuming the due authorization, execution and delivery hereof by the other parties) constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the rights of creditors generally and of general principles of equity. 


        (b)   The
execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene, require any consent or approval under, conflict with,
constitute a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination,
cancellation, modification or acceleration, loss of a material benefit under or result in the creation or imposition of any lien upon any of Seller Securities or other assets or properties of such
Stockholder under, any of the terms, conditions or provisions of (i) the organizational documents, if any, of such Stockholder, (ii) any Laws binding upon or
applicable to such Stockholder or by which any of its assets or properties is bound or (iii) any material contract to which such Stockholder is a party or by which any of its assets or
properties is bound. 


        (c)   The
execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder shall not, require any consent,
approval, authorization, or filing with or notification to, any government entity by such Stockholder, except as may be required under the Exchange Act. 



        (d)   Such
Stockholder (i) is the record and beneficial owner of Seller Securities adjacent to such Stockholder's name on
Schedule I, (ii) has good, valid and marketable title to such Seller Securities free and clear of any liens, encumbrances, restrictions or claims of any kind
(except as provided by this Agreement) (iii) has sole voting and dispositive power over such Seller Securities, and (iv) as of the date hereof, is not directly or indirectly the record
or beneficial owner of any other securities of Seller, including all additional shares of capital stock of Seller, or any other securities exercisable or exchangeable for, or convertible into, capital
stock of Seller, or other right 



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to
acquire any securities of Seller, other than Seller Securities adjacent to such Stockholder's name on Schedule I. 


        (e)   None
of the Seller Securities adjacent to such Stockholder's name on Schedule I is subject to any voting trust or other Contract with
respect to the voting thereof, and no proxy, power-of-attorney or other authorization has been granted with respect to such Seller Securities (except as provided by this
Agreement). 


        (f)    Such
Stockholder understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon such Stockholder's execution, delivery and performance
of this Agreement. 



 ARTICLE III

OTHER AGREEMENTS  


        Section 3.1    Limitation on Transfer; Stop Transfer Order.    Each Stockholder
severally with respect to itself agrees, either directly or indirectly, (i) not to sell, assign, pledge, encumber, transfer or otherwise dispose of any Seller Securities or any interest
therein, (ii) not to subject any Seller Securities to any voting trust or other Contract with respect to the voting thereof, or grant any proxy, power-of-attorney or
other authorization with respect to any Seller Securities or not to enter into any voting or similar agreement or arrangement with respect to any Seller Securities (except as provided by this
Agreement), and (iii) not to otherwise knowingly
take, or knowingly permit to occur, any other action with respect to any Seller Securities that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations
hereunder or the transactions contemplated hereby. 


        Section 3.2    Additional
Shares.    Each Stockholder severally with respect to itself agrees (i) to promptly notify Buyer
of the number of any additional Seller Securities acquired by such Stockholder, if any, after the date hereof and (ii) that any such additional Seller Securities shall be subject to the terms
of this Agreement as though beneficially owned by the Stockholder on the date hereof. 


        Section 3.3    Stock
Dividends, etc.    In the event of a stock split, stock dividend or distribution, or any change in the Common
Stock or any other securities of Seller by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange or the like, the term "Seller Securities"
shall be deemed to refer to and include such shares as well as any and all securities into which or for which any or all of such shares may be changed or exchanged or which are issued or received in
such transaction. 


        Section 3.4    Acquisition
Proposals.    Except as otherwise provided in Section 4.4 of the Purchase Agreement, each
Stockholder, severally, with respect to itself, agrees not to, and such Stockholder shall cause its Representatives not to: (i) solicit, initiate or knowingly facilitate or encourage any
inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate in
any discussions or negotiations regarding, or furnish to any Person any non public information for the purpose of encouraging or facilitating, any Acquisition Proposal, or (iii) enter into any
agreement or agreement in principle with any Person that has made an Acquisition Proposal or such a proposal, inquiry or request or with any of such Person's Affiliates or subsidiaries or any of its
or their Representatives. 


        Section 3.5    No
Other Relationships.    Each Stockholder hereby represents to Buyer that, other than the beneficial ownership of
Seller Securities, such Stockholder has no other arrangement or agreement, whether written or otherwise, with Seller which would prohibit, restrict or otherwise impair, or is reasonably expected to
prohibit, restrict or otherwise impair, the ability of Seller or any stockholder of Seller, including such Stockholder, to perform the obligations of such person hereunder or the Seller under the
Purchase Agreement. 


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        Section 3.6    Fiduciary
Duties.    Each Stockholder is signing this Agreement solely in such Stockholder's capacity as a
beneficial owner of the Stockholder's Seller Securities, and, to the extent that such Stockholder (or an officer or director of such Stockholder) is a director or officer of Seller, nothing herein
shall prohibit, prevent or preclude such officer or director of Stockholder from taking or not
taking any action in his or her capacity as an officer or director of Seller, to the extent permitted by the Purchase Agreement. 


 ARTICLE IV

GENERAL  


        Section 4.1    Termination.    This Agreement shall terminate automatically
upon the earliest of (i) the Closing, (ii) the valid termination of the Purchase Agreement and payment and satisfaction by Seller of all obligations to Buyer, if any, under
Article VIII of the Purchase Agreement or (iii) February 16, 2009. The termination of this Agreement shall not affect or limit the liability of each Stockholder for any breach or
default prior to the termination of this Agreement. 


        Section 4.2    Third
Party Beneficiaries.    The terms and provisions of this Agreement are intended solely for the benefit of
Buyer and its successors and permitted assigns, and no provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 



        Section 4.3    Notices.    All
notices, requests and other communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given, 



			
	If to Buyer:	 	Copy to:
	
 JHP Pharmaceuticals, LLC	
 	
Blank Rome LLP
	19 Fox Hedge Road	 	One Logan Square
	Saddle River, NJ 07458	 	Philadelphia, PA 19103
	Telecopy: 973-658-3580	 	Telecopy: 215-832-5404
	Attention: Peter Jenkins, CEO	 	Attention: James R. Staiger, Esq.
	
 If to Seller:	
 	
Copy to
	
 NitroMed, Inc.	
 	
WilmerHale
	45 Hayden Avenue, Suite 300	 	60 State Street
	Lexington, MA 02421	 	Boston, MA 02109
	Telecopy: 781-274-8080	 	Telecopy: 617-526-5000
	Attention: Ken Bate, CEO	 	Attention: Steven D. Singer, Esq.






if
to the Stockholders, to such address as is set forth on Schedule I, or such other address or facsimile number as a party may hereafter specify for the purpose by
notice to the other parties hereto. Each notice, request or other communication shall be effective only if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first
business day following the date of dispatch if delivered by a recognized next day courier service or on the third business day following the date of mailing if delivered by registered or certified
mail, return receipt requested, postage prepaid. 


        Section 4.4    Fees
and Expenses.    Except as otherwise specifically provided herein and subject to the Purchase Agreement, all
fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such expenses. 


        Section 4.5    Amendments.    This
Agreement may not be amended or modified other than by an instrument in writing signed by
Seller, each Stockholder, and Buyer. 


        Section 4.6    Successors
and Assigns.    The provisions of this Agreement shall be binding upon the parties hereto, inure to the
benefit of the parties hereto and their respective successors and assigns. No 


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party
may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. Any purported assignment in violation hereof
shall be null and void. 


        Section 4.7    Counterparts.    This
Agreement may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. 


        Section 4.8    Governing
Law.    This Agreement shall be construed in accordance with and governed by the internal Laws of the
State of Delaware applicable to contracts executed and fully performed within the State of Delaware, notwithstanding any conflict of laws provisions to the contrary. 


        Section 4.9    Enforcement
of Agreement.    The parties acknowledge and agree that each other party could be damaged irreparably
if any of the provisions of this Agreement are not performed in accordance with their specific terms. Accordingly, each of the parties agrees that, (i) it will waive, in any action for specific
performance, the defense of adequacy of a remedy at Law, and (ii) in addition to any other right or remedy to which the parties may be entitled, at Law or in equity, the parties will be
entitled to seek to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches
of any of the provisions of this Agreement, without posting any bond or other undertaking. 



        Section 4.10    Jurisdiction.    Except
as otherwise expressly provided in this Agreement, the parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought
exclusively in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the
United States District Court for the District of Delaware, and each of the parties hereby consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in
any suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or
proceeding in any of those courts or that any suit, action or proceeding that is brought in any of those courts has been brought in an inconvenient forum. Process in any suit, action or proceeding may
be served on any party anywhere in the world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it by
notice as provided in Section 4.3 shall be deemed effective service of process. 


        Section 4.11    Entire
Agreement.    This Agreement, together with Schedule I attached hereto,
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with
respect to the subject matter hereof. 


        Section 4.12    Severability.    If
any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible. 


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        Section 4.13    Headings;
Construction.    The section and article headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement the word "including" shall mean "including without limitation," whether or not expressed and any
reference herein to a section or schedule refers to a section or schedule to this Agreement, unless otherwise stated. 


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* * * * 


[The remainder of this page is intentionally left blank.]


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        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. 



					
	SELLER:	 	NITROMED, INC.
	

 	
 	
By:	
 	
/s/ KENNETH M. BATE







 
	 	 	Name: Kenneth M. Bate

Title: President, Chief Executive Officer and Interim Chief Financial Officer
	
 STOCKHOLDERS:	
 	
HEALTHCARE VENTURES
	

 	
 	
By:	
 	
/s/ JEFFREY STEINBERG






  Jeffrey Steinberg

Administrative Partner of

HealthCare Partners V, L.P.

The General Partner of

HealthCare Ventures V, L.P.
	

 	
 	
By:	
 	
/s/ JEFFREY STEINBERG







  Jeffrey Steinberg

Administrative Partner of

HealthCare Partners VI, L.P.

The General Partner of

HealthCare Ventures VI, L.P.
	

 	
 	
RHO VENTURES IV (QP), L.P
	

 	
 	
By:	
 	
Rho Management Ventures IV, L.L.C
	 	 	General Partner
	

 	
 	
By:	
 	
/s/ JEFFREY I. MARTIN







 
	 	 	Name: Jeffrey I. Martin

Title: Attorney-In-Fact
	

 	
 	
RHO VENTURES IV, L.P.
	

 	
 	
By:	
 	
Rho Management Ventures IV, L.L.C.
	 	 	General Partner
	

 	
 	
By:	
 	
/s/ JEFFREY I. MARTIN







 
	 	 	Name: Jeffrey I. Martin

Title: Attorney-In-Fact
	

 	
 	
RHO VENTURES IV GmbH & Co. Beteiligungs KG
	

 	
 	
By:	
 	
Rho Capital Partners Verwaltungs GmbH
	 	 	General Partner
	

 	
 	
By:	
 	
/s/ JEFFREY I. MARTIN







 
	 	 	Name: Jeffrey I. Martin

Title: Attorney-In-Fact





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RHO MANAGEMENT TRUST II
	

 	
 	
By:	
 	
Rho Capital Partners Inc.
	 	 	As Investment Advisor
	

 	
 	
By:	
 	
/s/ JEFFREY I. MARTIN







 
	 	 	Name: Jeffrey I. Martin

Title: Attorney-In-Fact
	

 	
 	
INVUS PUBLIC EQUITIES, L.P.
	

 	
 	
By:	
 	
/s/ RAYMOND DEBBANE








 
	 	 	Name: Raymond Debbane

Title: President, Invus Public Equities

Advisors, LLC, The General Partner

of Invus Public Equities, L.P.
	
 BUYER	
 	

 	
 	

 
	

 	
 	
JHP PHARMACEUTICALS., LLC
	
 	
 	
By:	
 	
/s/ PETER JENKINS







 
	 	 	Name: Peter Jenkins

Title: CEO





SIGNATURE
PAGE TO VOTING AGREEMENT 


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Exhibit 10.2