**Exhibit10.5**

**NITROMED, INC.**

**2003 EMPLOYEE STOCK PURCHASE PLAN**

The purpose ofthis Plan is to provide eligible employees of NitroMed, Inc. (the “Company”)and certain of its subsidiaries with opportunities to purchase shares of theCompany’s common stock, $0.01 par value (the “Common Stock”), commencing onJanuary 1, 2004.  Seventy Five Thousand(75,000) shares of Common Stock in the aggregate have been approved for thispurpose.  This Plan is intended toqualify as an “employee stock purchase plan” as defined in Section 423 of theInternal Revenue Code of 1986, as amended (the “Code”), and the regulationspromulgated thereunder, and shall be interpreted consistent therewith.

# 1.                                       Administration.  The Plan will be administered by the Company’sBoard of Directors (the “Board”) or by a Committee appointed by the Board (the “Committee”).  The Board or the Committee has authority tomake rules and regulations for the administration of the Plan and itsinterpretation and decisions with regard thereto shall be final and conclusive.

# 2.                                       Eligibility.  All employees of the Company, includingDirectors who are employees, and all employees of any subsidiary of the Company(as defined in Section 424(f) of the Code) designated by the Board or theCommittee from time to time (a “Designated Subsidiary”), are eligible toparticipate in any one or more of the offerings of Options (as defined inSection 9) to purchase Common Stock under the Plan provided that:

## (a)                                  theyare customarily employed by the Company or a Designated Subsidiary for morethan 20 hours a week and for more than five months in a calendar year; and

## (b)                                 theyhave been employed by the Company or a Designated Subsidiary for at least sixmonths prior to enrolling in the Plan; and

## (c)                                  theyare employees of the Company or a Designated Subsidiary on the first day of theapplicable Plan Period (as defined below).

No employee may begranted an option hereunder if such employee, immediately after the option isgranted, owns 5% or more of the total combined voting power or value ofthe stock of the Company or any subsidiary.  For purposes of the preceding sentence, theattribution rules of Section 424(d) of the Code shall apply in determiningthe stock ownership of an employee, and all stock which the employee has acontractual right to purchase shall be treated as stock owned by the employee.

# 3.                                       Offerings.  The Company will make one or more offerings (“Offerings”)to employees to purchase stock under this Plan. Offerings will begin each January 1 and July 1, or the first businessday thereafter (the “Offering Commencement Dates”).  Each Offering Commencement Date will begin asix month period (a “Plan Period”) during which payroll deductions will be madeand held for the purchase of Common Stock at the end of the Plan Period.  The Board or the Committee may, at itsdiscretion, choose a different Plan Period of twelve (12) months or lessfor subsequent Offerings.

# 4.                                       Participation.  An employee eligible on the OfferingCommencement Date of any Offering may participate in such Offering bycompleting and forwarding a payroll deduction authorization form to theemployee’s appropriate payroll office at least ten days prior to theapplicable Offering Commencement Date. The form will authorize a regular payroll deduction from the

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# Compensation received bythe employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, hisdeductions and purchases will continue at the same rate for future Offeringsunder the Plan as long as the Plan remains in effect.  The term “Compensation” means the amount ofmoney reportable on the employee’s Federal Income Tax Withholding Statement,excluding overtime, shift premium, incentive or bonus awards, allowances andreimbursements for expenses such as relocation allowances for travel expenses,income or gains on the exercise of Company stock options or stock appreciationrights, and similar items, whether or not shown on the employee’s FederalIncome Tax Withholding Statement, but including, in the case of salespersons, salescommissions to the extent determined by the Board or the Committee.

# 5.             Deductions.  The Company will maintain payroll deductionaccounts for all participating employees. With respect to any Offering made under this Plan, an employee mayauthorize a payroll deduction in any dollar amount up to a maximum of 10% ofthe Compensation he or she receives during the Plan Period or such shorterperiod during which deductions from payroll are made.  Payroll deductions may be at the rate of 2%,4%, 6%, 8% or 10% of Compensation with any change in compensation during thePlan Period to result in an automatic corresponding change in the dollar amountwithheld.

# 6.             Deduction Changes.  An employee may decrease or discontinue hispayroll deduction once during any Plan Period, by filing a new payrolldeduction authorization form.  However,an employee may not increase his payroll deduction during a PlanPeriod.  If an employee elects todiscontinue his payroll deductions during a Plan Period, but does not elect towithdraw his funds pursuant to Section 8 hereof, funds deducted prior tohis election to discontinue will be applied to the purchase of Common Stock onthe Exercise Date (as defined below).

# 7.             Interest.  Interest will not be paid on any employeeaccounts, except to the extent that the Board or the Committee, in itssole discretion, elects to credit employee accounts with interest at such perannum rate as it may from time to time determine.

# 8.             Withdrawal of Funds.  An employee may at any time prior to theclose of business on the last business day in a Plan Period and for any reasonpermanently draw out the balance accumulated in the employee’s account andthereby withdraw from participation in an Offering.  Partial withdrawals are not permitted.  The employee may not begin participationagain during the remainder of the Plan Period. The employee may participate in any subsequent Offering in accordancewith terms and conditions established by the Board or the Committee.

# 9.             Purchase of Shares.  On the Offering Commencement Date of eachPlan Period, the Company will grant to each eligible employee who is then aparticipant in the Plan an option (“Option”) to purchase on the last businessday of such Plan Period (the “Exercise Date”), at the Option Price hereinafter providedfor, the largest number of whole shares of Common Stock of the Company as doesnot exceed the number of shares determined by multiplying $2,083 by the numberof full months in the Offering Period and dividing the result by the closingprice (as defined below) on the Offering Commencement Date of such Plan Period.

Notwithstanding theabove, no employee may be granted an Option (as defined in Section 9)which permits his rights to purchase Common Stock under this Plan and any otheremployee stock purchase plan (as defined in Section 423(b) of the Code) of theCompany and its subsidiaries, to accrue at a rate which exceeds $25,000 of thefair market value of such Common Stock (determined at the Offering CommencementDate of the Plan Period) for each calendar year in which the Option isoutstanding at any time.

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The purchase price foreach share purchased will be 85% of the closing price of the Common Stock on(i) the first business day of such Plan Period or (ii) the ExerciseDate, whichever closing price shall be less. Such closing price shall be (a) the closing price on any nationalsecurities exchange on which the Common Stock is listed, (b) the closingprice of the Common Stock on the Nasdaq National Market or (c) the averageof the closing bid and asked prices in the over-the-counter-market, whicheveris applicable, as published in The Wall Street Journal.  If no sales of Common Stock were made on sucha day, the price of the Common Stock for purposes of clauses (a) and (b)above shall be the reported price for the next preceding day on which saleswere made.

Each employee whocontinues to be a participant in the Plan on the Exercise Date shall be deemedto have exercised his Option at the Option Price on such date and shall bedeemed to have purchased from the Company the number of full shares of CommonStock reserved for the purpose of the Plan that his accumulated payrolldeductions on such date will pay for, but not in excess of the maximum numberdetermined in the manner set forth above.

Any balance remaining inan employee’s payroll deduction account at the end of a Plan Period will beautomatically refunded to the employee, except that any balance which is lessthan the purchase price of one share of Common Stock will be carried forwardinto the employee’s payroll deduction account for the following Offering,unless the employee elects not to participate in the following Offering underthe Plan, in which case the balance in the employee’s account shall berefunded.

# 10.           Issuance of Certificates.  Certificates representing shares of CommonStock purchased under the Plan may be issued only in the name of the employee,in the name of the employee and another person of legal age as joint tenantswith rights of survivorship, or (in the Company’s sole discretion) in the nameof a brokerage firm, bank or other nominee holder designated by theemployee.  The Company may, in its solediscretion and in compliance with applicable laws, authorize the use of bookentry registration of shares in lieu of issuing stock certificates.

# 11.           Rights on Retirement, Death orTermination of Employment.  In theevent of a participating employee’s termination of employment prior to the lastbusiness day of a Plan Period, no payroll deduction shall be taken from any paydue and owing to an employee and the balance in the employee’s account shall bepaid to the employee or, in the event of the employee’s death, (a) to abeneficiary previously designated in a revocable notice signed by the employee(with any spousal consent required under state law) or (b) in the absenceof such a designated beneficiary, to the executor or administrator of theemployee’s estate or (c) if no such executor or administrator has beenappointed to the knowledge of the Company, to such other person(s) as theCompany may, in its discretion, designate. If, prior to the last business day of the Plan Period, the DesignatedSubsidiary by which an employee is employed shall cease to be a subsidiary ofthe Company, or if the employee is transferred to a subsidiary of theCompany that is not a Designated Subsidiary, the employee shall be deemed tohave terminated employment for the purposes of this Plan.

# 12.           Optionees Not Stockholders.  Neither the granting of an Option to anemployee nor the deductions from his pay shall constitute such employee astockholder of the shares of Common Stock covered by an Option under this Planuntil such shares have been purchased by and issued to him.

# 13.           Rights Not Transferable.  Rights under this Plan are not transferableby a participating employee other than by will or the laws of descent anddistribution, and are exercisable during the employee’s lifetime only by theemployee.

# 14.           Application of Funds.  All funds received or held by the Companyunder this Plan may be combined with other corporate funds and may be used forany corporate purpose.

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# 15.           Adjustment in Case of ChangesAffecting Common Stock.  In the eventof a subdivision of outstanding shares of Common Stock, or the payment of adividend in Common Stock, the number of shares approved for this Plan, and theshare limitation set forth in Section 9, shall be increasedproportionately, and such other adjustment shall be made as may be deemedequitable by the Board or the Committee. In the event of any other change affecting the Common Stock, suchadjustment shall be made as may be deemed equitable by the Board or theCommittee to give proper effect to such event.

# 16.           Merger.  If the Company shall at any time merge orconsolidate with another corporation and the holders of the capital stock ofthe Company immediately prior to such merger or consolidation continue tohold at least 80% by voting power of the capital stock of the survivingcorporation (“Continuity of Control”), the holder of each Option then outstandingwill thereafter be entitled to receive at the next Exercise Date upon theexercise of such Option for each share as to which such Option shall beexercised the securities or property which a holder of one share of the CommonStock was entitled to upon and at the time of such merger or consolidation, andthe Board or the Committee shall take such steps in connection with such mergeror consolidation as the Board or the Committee shall deem necessary to assurethat the provisions of Section 15 shall thereafter be applicable, asnearly as reasonably may be, in relation to the said securities or property asto which such holder of such Option might thereafter be entitled to receivethereunder.

In the event of a mergeror consolidation of the Company with or into another corporation which does notinvolve Continuity of Control, or of a sale of all or substantially all of theassets of the Company while unexercised Options remain outstanding under thePlan, (a) subject to the provisions of clauses (b) and (c), after theeffective date of such transaction, each holder of an outstanding Option shallbe entitled, upon exercise of such Option, to receive in lieu of shares ofCommon Stock, shares of such stock or other securities as the holders of sharesof Common Stock received pursuant to the terms of such transaction; or(b) all outstanding Options may be cancelled by the Board or the Committeeas of a date prior to the effective date of any such transaction and allpayroll deductions shall be paid out to the participating employees; or(c) all outstanding Options may be cancelled by the Board or the Committeeas of the effective date of any such transaction, provided that notice of suchcancellation shall be given to each holder of an Option, and each holder of anOption shall have the right to exercise such Option in full based on payrolldeductions then credited to his account as of a date determined by the Board orthe Committee, which date shall not be less than ten (10) days precedingthe effective date of such transaction.

# 17.           Amendment of the Plan.  The Board may at any time, and from time totime, amend this Plan in any respect, except that (a) if the approval ofany such amendment by the shareholders of the Company is required by Section423 of the Code, such amendment shall not be effected without such approval,and (b) in no event may any amendment be made which would cause the Planto fail to comply with Section 423 of the Code.

# 18.           Insufficient Shares.  In the event that the total number of sharesof Common Stock specified in elections to be purchased under any Offering plusthe number of shares purchased under previous Offerings under this Plan exceedsthe maximum number of shares issuable under this Plan, the Board or theCommittee will allot the shares then available on a pro rata basis.

# 19.           Termination of the Plan.  This Plan may be terminated at any time bythe Board.  Upon termination of this Planall amounts in the accounts of participating employees shall be promptlyrefunded.

# 20.           Governmental Regulations.  The Company’s obligation to sell anddeliver Common Stock under this Plan is subject to listing on a national stockexchange or quotation on the Nasdaq 

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# National Market (to theextent the Common Stock is then so listed or quoted) and the approval of allgovernmental authorities required in connection with the authorization,issuance or sale of such stock.

# 21.           Governing Law.  The Plan shall be governed by Delaware lawexcept to the extent that such law is preempted by federal law.

# 22.           Issuance of Shares.  Shares may be issued upon exercise of anOption from authorized but unissued Common Stock, from shares held in thetreasury of the Company, or from any other proper source.

# 23.           Notification upon Sale of Shares.  Each employee agrees, by entering the Plan,to promptly give the Company notice of any disposition of shares purchasedunder the Plan where such disposition occurs within two years after the date ofgrant of the Option pursuant to which such shares were purchased.

# 24.           Withholding. Each employeeshall, no later than the date of the event creating the tax liability, makeprovision satisfactory to the Board for payment of any taxes required by law tobe withheld in connection with any transaction related to Options granted to orshares acquired by such employee pursuant to the Plan.  The Company may, to the extent permitted bylaw, deduct any such taxes from any payment of any kind otherwise due to anemployee.

# 25.           Effective Date and Approval ofShareholders.  The Plan shall takeeffect on the closing of the Company’s initial public offering subject toapproval by the shareholders of the Company as required by Section 423 ofthe Code, which approval must occur within twelve months of the adoption of thePlan by the Board.

# *        *       *

*Adoptedby the Board of Directors*

*onAugust 18, 2003*

*Approvedby the stockholders*

*onOctober 6, 2003*

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**AMENDMENT NO. 1 TONITROMED, INC.2003 EMPLOYEE STOCK PURCHASE PLAN**

This Amendment No. 1 (the “Amendment”) is made to the 2003 EmployeeStock Purchase Plan (the “ESPP”) of NitroMed, Inc. (the “Company”), which wasadopted by the Board of Directors of the Company on August 18, 2003 andapproved by its stockholders in October 2003.

The introductory paragraph of the ESPP be and hereby is amended suchthat the second sentence of such paragraph: “Seventy Five Thousand (75,000)shares of Common Stock in the aggregate have been approved for this purpose” ishereby deleted.

The ESPP be and hereby is further amended to add a new section 26 whichshall read:

“26. *Shares Authorized for Issuance.*    OneHundred Fifty Thousand (150,000) shares of Common Stock in the aggregate havebeen approved for issuance under the ESPP. In addition, beginning on January 1,2007 (the “Evergreen Commencement Date”) and ending on December 31, 2010 (the “EvergreenTermination Date”) the number of shares of Common Stock authorized for issuanceunder the ESPP shall automatically increase on the Evergreen Commencement Dateand on each anniversary of the Evergreen Commencement Date by the lesser of:

a)  150,000 shares; or

 

b)  a lesser amount as may be determined by the Board ofDirectors.”

 

Except as herein provided, all other terms and conditions of the ESPPremain unchanged and in full force and effect. Capitalized terms used hereinand not otherwise defined herein shall have the respective meanings assigned tothem in the ESPP.

This Amendment was adopted by the Board of Directors of the Company onMarch 7, 2006.

This Amendment was adopted by the Stockholders of the Company on May17, 2006.

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