Exhibit 10.24

January 15,
2008

Gerald
Bruce
3465 Byron Drive
P.O. Box 783
Doylestown, PA 18901

Dear
Gerald:

The
purpose of this Separation Agreement ("Agreement") is to confirm the terms of your separation of employment from NitroMed, Inc. ("NitroMed" or "the Company"),(1) The date of
your actual separation shall be deemed to be the "Separation Date". The economic benefits to be provided to you under this Agreement are contingent on your agreement to and compliance with the
provisions of this Agreement, including your signing of this Agreement.

1.Separation.Your employment with NitroMed will separate on March 15, 2008 (the "Separation Date"). You
acknowledge that from and after the Separation Date you shall have no authority to represent yourself as an employee or agent of NitroMed, and you agree not to represent yourself in the future as an
employee or agent of NitroMed.

2.Prior Agreements.The parties acknowledge that: (i) you are a participant in the NitroMed, Inc.
Executive Severance Benefit Plan,as amended, (the "Executive Severance Plan") the terms of which are set out in related Summary Plan Description, a
copy of which is attached hereto asExhibit A; and (ii) that you are party to a Change of Control Agreement (the "Change of Control
Agreement"), a copy of which is attached hereto asExhibit B, the terms of both agreements being incorporated herein by reference. You
acknowledge and agree that should you voluntarily terminate your employment (except for a "Good Reason" termination as that term is defined in the Change of Control Agreement) prior to the designated
Separation Date, or should you be terminated from employment for "cause" as that term is defined in either the Executive Severance Benefit Plan or the Change of Control Agreement, as applicable, then
you shall not be entitled to any of the severance or other economic benefits provided for in such agreements, nor shall you otherwise have any entitlement to any form of severance pay or other
economic benefits. Notwithstanding the foregoing, should there be a Change of Control as that term is defined in the Change of Control Agreement subsequent to the Separation Date but prior to
December 31, 2008, then NitroMed shall provide you with the economic benefits otherwise provided for in Section 4.2(a)(i).

3.Other Benefits.NitroMed further agrees to continue to pay for a housing allowance on terms previously agreed
to through June, 2008, such amount to be paid on a monthly basis. Pursuant to a letter dated April 3, 2006 NitroMed also agrees to pay you a one time cash payment of $30,000 to help offset
future relocation costs.

4.Acknowledgements.You acknowledge and agree that this Agreement and the Transition Pay and Benefits to be
provided to you are not intended to, and shall not constitute a severance plan and shall confer no benefit on anyone other than NitroMed and you. You acknowledge and agree that any Transition Pay and
Benefits provided for herein are contingent on your execution and compliance with this Separation Agreement. You further acknowledge that except for: (i) any earned and unpaid regular salary
for services performed through the Separation Date, (ii) 2007 bonus in an amount to be determined solely by NitroMed and (iii) accrued and unused vacation pay earned through the
Separation Date which shall be paid on or about the Separation Date, you have been paid and provided all wages, vacation pay, holiday pay and any other form of compensation or up to the Separation
Date and except as otherwise described above.

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5.Unemployment Benefits.If you remain unemployed at the conclusion of the Transition Period, you may seek
unemployment benefits (from the applicable state depending on your location) as a result of the termination of your employment from NitroMed. Decisions regarding eligibility for and amounts of
unemployment benefits are made by the applicable state unemployment agency, not by NitroMed. NitroMed agrees to provide any and all requested or necessary documents to enable you to seek unemployment
benefits, and further agrees that it will not take a position that would interfere with your ability to obtain unemployment benefits as a result of the cessation of your employment with NitroMed.

6.Stock.Your entitlement, if any, to exercise stock options and/or to shares of stock are governed solely and
exclusively by the NitroMed's Amended and Restated 2003 Stock Incentive Plan and related stock option and restricted stock agreements, and any agreements signed by you in connection with the same.
Except as may be provided therein, you acknowledge and agree that you do not now have, and will not in the future have, rights to vest in any other stock options under any stock option plan (of
whatever name or kind) or to acquire and/or purchase any NitroMed stock pursuant to any plans or agreements that you participated in or were eligible to participate in during your employment with
NitroMed.

7.Other Agreements By You.



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Your
breach of any obligation contained in this Section 7 will constitute a material breach of this Agreement.

8.Release of Claims.You further hereby acknowledge and agree that by signing this Agreement, you are waiving
your right to assert any form of legal claim against NitroMed (as defined in footnote no. 1 to this Agreement) of any kind whatsoever from the beginning of time through and including the
Separation Date or the Effective Date, whichever is later. Your waiver and release is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as
"Claims") against NitroMed seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise),
the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages,
attorneys' fees and any other costs) against NitroMed up through and including the Separation Date or the Effective Date, whichever is later. You understand that there could be unknown or
unanticipated Claims resulting from your employment with NitroMed and the termination thereof and agree that such Claims are intended to be, and are, included in this waiver and release.

Without
limiting the foregoing general waiver and release, you specifically waive and release NitroMed from any Claims arising from or related to your employment relationship with
NitroMed or the termination thereof, including without limitation: (i) Claims under any state (including, without limitation, Massachusetts or any other state where you worked for NitroMed) or
federal discrimination statute (including but not limited to the Age Discrimination in Employment Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964), fair employment
practices or other
employment related statute, regulation or executive order, as each may have been amended through the date on which you sign this letter agreement); (ii) Claims under any other state (including,
without limitation, Massachusetts or any other state where you worked for NitroMed) or federal employment related statute (including but not limited to the Worker Adjustment and Retraining
Notification [WARN] Act), regulation or executive order (as they may have been amended through the date on which you sign this letter agreement) relating to wages, hours or any
other terms and conditions of employment; (iii) Claims under any state (including, without limitation, Massachusetts or any other state where you worked for NitroMed) or federal common law
theory; and (iv) any other Claim arising under other state or federal law.

Notwithstanding
the foregoing, this Section 8 will not release NitroMed from any obligation expressly set forth in this Agreement or with respect to distributions not yet made to
you under the terms of NitroMed's 401(k) Savings Plan.

It
is NitroMed's desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity
to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Because you are over 40 years of age, you are granted specific rights under the Older Workers Benefit
Protection Act (OWBPA), which prohibits discrimination on the basis of age. The release set forth in this Section 8 is intended to release any rights you may have against NitroMed alleging
discrimination on the basis of age. Consistent with the provisions of OWBPA, you are being provided with certain information, in the chart provided to you concurrently with this Agreement, pertaining
to the ages and job titles of employees who are affected and who are not affected by the reduction in force. In addition, you will have 45 days (or until February 29, 2008) to consider
and accept the provisions of this Agreement. In addition, you may rescind your assent to this Agreement if, within seven days after the date you sign this Agreement, you deliver a written notice of
rescission to NitroMed. To be effective, such notice of rescission must be postmarked, and sent by certified mail, return receipt requested, or delivered

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in-hand
within the seven-day period to Monica Weil at NitroMed, 45 Hayden Avenue, Lexington, Massachusetts 02421. On the eighth day following your execution of this Agreement
(the "Effective Date"), it will become final and binding on all parties.

Also,
consistent with federal discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under federal discrimination laws
or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission ("EEOC"), or from participating in any investigation or
proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit NitroMed's right to seek immediate dismissal of such charge or complaint on the basis that your
signing of this Agreement constitutes a full release of any individual rights under federal discrimination laws, or NitroMed's right to seek restitution or other legal remedies to the extent permitted
by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under federal discrimination
laws.

8.Miscellaneous.Except as expressly provided for herein, this Agreement supersedes any and all prior oral
and/or written agreements, and sets forth the entire agreement between NitroMed and you in respect of your separation from NitroMed. No variations or modifications hereof shall be deemed valid unless
reduced to writing and signed by NitroMed and you. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts and shall take effect as an instrument under seal within the
Commonwealth of Massachusetts. The validity, interpretation and performance of this Agreement, and any and all other matters relating to your employment and separation of employment from NitroMed,
shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles. Both parties agree that any action,
demand, claim or counterclaim relating to (i) your employment and separation of your employment, and (ii) the terms and provisions of this Agreement or to its breach, shall be commenced
in the Commonwealth of Massachusetts in a court of competent jurisdiction. Both parties further agree that any such action, demand, claim or counterclaim shall be tried by a judge alone, and both
parties hereby waive and forever renounce the right to a trial before a civil jury. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be
unenforceable, the remaining provisions shall be enforced in full.

By
executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the provisions and effects of this Agreement and to consult with legal
counsel, that your agreements and obligations under this Agreement are made voluntarily, knowingly and without duress and that neither NitroMed nor its agents or representatives have made any
representations inconsistent with the provisions of this Agreement.

If
the foregoing correctly sets forth our arrangement, please sign, date and return the enclosed copy of this Agreement to me.

NitroMed, Inc.

Sincerely,

|/s/ Kenneth M. BateKenneth M. Bate
By Its: President and Chief Executive Officer |  | 
|-------------------------------------------------------------------------------- |  | 
|Dated: February 21, 2008                                                         |  | 
|Signed and Agreed To:                                                            |  | 
|                                                                                 |  | 
|Dated: 2/21/2008                                                                 |  | 
|/s/ Gerald BruceGerald Bruce                                                     |  | 

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Exhibit A

NITROMED, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN and
SUMMARY PLAN DESCRIPTION

Section 1:    Establishment and Purpose of Plan

The NitroMed, Inc. (the "Company") Executive Severance Benefit Plan ("Plan") is hereby established to provide severance benefits to those categories of
Company executives designated as Participants under the Plan by the Company's Board of Directors (the "Board") or the Compensation Committee thereof (the "Participants"), who are terminated on or
after March 30, 2006 and prior to the termination of this Plan ("Covered Period") and entitled to benefits as provided herein. The Plan is intended to be a welfare benefit plan within the
meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

Section II:    Eligibility for Severance

A Participant who is terminated during the Covered Period without Cause (as defined below) is eligible to receive severance benefits as described in
Section III below (the "Severance Benefits"), except as otherwise provided below. A Participant shall not be eligible to receive the Severance Payment if he/she: (1) voluntarily
terminates his/her employment; (2) refuses to accept other "Suitable Employment" (as defined below) that is offered by the Company; (3) is terminated for "Cause" (as defined below);
(4) is eligible to receive severance pursuant to a severance provision contained in an individual offer letter (and has not agreed that the terms of this Plan shall supercede any such
provision); or (5) is terminated under circumstances governed by his/her individual written change-of-control agreement. This Plan is not intended to, nor shall it,
provide for any benefits in the event of termination of employment in anticipation of, in connection with, or following a Change in Control (as defined in the Company's standard Change in Control
Agreement, which shall be the only source of such severance benefits).

For
the purpose of this Plan:



Section III:    Severance Benefits

Subject to the condition of execution of a Severance Agreement described in Section IV below, the Severance Benefits provided to eligible Participants who
are terminated by the Company without Cause shall consist of, for the period of time and as otherwise set forth on Schedule A:



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The
Severance Benefits shall commence within seven (7) business days of the date on which by its terms the Severance Agreement becomes a binding agreement between the Company and
the Participant. However, notwithstanding any provision of this Plan to the contrary, if, at the time a Participant's employment is terminated, the Participant is a "specified employee" within the
meaning of Section 409A(a)(2)(B)(ii) of the Code and the regulations thereunder and the Plan, then any payments under this Plan to the Participant that constitute "nonqualified deferred
compensation" within the meaning of Section 409A of the Code shall be delayed by a period of six (6) months and (i) all payments that would have been made to the Participant
during such six (6) month period shall be made in a lump sum in the seventh (7th) month following the date of termination and (ii) all remaining payments shall commence in the seventh
(7th) month following the date of termination.

Section IV:    Severance Agreement and Release

As a condition of receipt of a Severance Payment under the Plan, a Participant shall be required to timely sign and return a severance agreement and release in a
form prepared by and satisfactory to, the Company (the "Severance Agreement") and to abide by the provisions of the Severance Agreement. Among other things, the Severance Agreement shall contain a
release and waiver of any claims the employee or his/her representatives may have against the Company, its successors, affiliates and/or representatives, and shall release those entities and persons
from any liability for such claims including, but not limited to, all employment discrimination claims. Participants are entitled and advised to consult an attorney of their own choosing prior to
signing the Severance Agreement.

The
Severance Agreement must be signed and returned to the Company within seven (7) days from the date it is received (at which time it shall become a binding and irrevocable
agreement between the Participant and the Company), except as otherwise provided below. Exceptions to this requirement are:



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Section V:    Income Tax Withholding, Payroll Taxes, and Other Deductions

The Company may withhold from any payment under the Plan: (1) any federal, state, or local income or payroll taxes required by law to be withheld with
respect to such payment; (2) such sum as the Company may reasonably estimate is necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such
payment; and (3) such other amounts as appropriately may be withheld under the Company's payroll policies and procedures from time to time in effect (including, where applicable, the
Participant's contributions to the cost of COBRA continuation coverage pursuant to Section III (2) above).

Section VI:    Section 409A

All payments and benefits provided under this Plan are intended to either comply with or be exempt from Section 409A of the Code and this Plan shall be
administered and construed accordingly. The Company makes no representations or warranty and shall have no liability to any Participant or any
other person if any provisions of this Plan are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section

Section VII:    Plan Administration

The
Plan Administrator can be contacted at the following address:





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Section VIII:    Statement of ERISA Rights

The following statement is required by federal law and regulations. ERISA provides that all program participants shall be entitled to:

Examine,
without charge at the Plan Administrator's office and at other specified locations, such as work sites, all program documents, and copies of all documents filed by the program
with the U.S. Department of Labor, such as detailed annual reports and program descriptions.



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Section IX:    Miscellaneous Provisions

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SCHEDULE A

Severance benefits shall be provided to Participants as described in the NitroMed Executive Severance Benefit Plan (the "Plan") and Summary Plan Description, as
follows:



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AMENDMENT NO. 1 TO
NITROMED, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN

Pursuant to Section IX, Clause 7 of the NitroMed, Inc. Executive Severance Benefit Plan (the "Plan"), the Plan be, and hereby is, amended as
set forth below. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

1.     Section III,
Clause 1 of the Plan is hereby deleted in its entirety and the following is substituted in its place:



2.     Clause 2
of Schedule A to the Plan is hereby deleted in its entirety and the following is substituted in its place:



3.     Except
as herein provided, all other terms and conditions of the Plan remain unchanged and in full force and effect.

NITROMED, INC.

|By:    |  | /s/ Kenneth M. Bate                                                       |  | 
|------ |  | ------------------------------------------------------------------------- |  | 
|Name:  |  | Kenneth M. Bate                                                           |  | 
|Title: |  | Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary |  | 

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Exhibit B

NITROMED, INC.

Agreement

THIS AGREEMENT by and between NitroMed, Inc., a Delaware corporation (the "Company"), and Gerald Bruce (the "Employee") is made as of the date set forth
below (the "Effective Date").

WHEREAS,
the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such
possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders,
and

WHEREAS,
the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of
the Company's key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances.

NOW,
THEREFORE, as an inducement for and in consideration of the Employee remaining in its employ, the Company agrees that the Employee shall receive the severance benefits set forth in
this Agreement in the event the Employee's employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1).



As used herein, the following terms shall have the following respective meanings:

1.1   "Change in Control" means an event or occurrence set forth in any one or more of subsections (a) through
(d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):



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1.2   "Change in Control Date" means the first date during the Term (as defined in Section 2) on which a Change in
Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) the Employee's employment with the Company is terminated prior to the
date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the
"Change in Control Date" shall mean the date immediately prior to the date of such termination of employment.

1.3   "Cause" means:



1.4   "Good Reason" means the occurrence, without the Employee's written consent, of any of the events or circumstances set
forth in clauses (a) through (f) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the
Date of Termination specified in the Notice of Termination (each as defined in Section 3.2(a)) given by the Employee in respect thereof, such event or circumstance has been fully corrected and
the Employee has been reasonably compensated for any losses or damages resulting

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therefrom
(provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the Employee).



The
Employee's right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

1.5   "Disability" means the Employee's absence from the full-time performance of the Employee's duties with the
Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its
insurers and acceptable to the Employee or the Employee's legal representative.

1.6   "Code" means the Internal Revenue Code of 1986, as amended.

2.Term of Agreement.This Agreement, and all rights and obligations of the parties hereunder, shall take effect
upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, (b) the
termination of the Employee's employment with the Company prior to the Change in Control Date, (c) the date 12 months after the Change in Control Date, if the Employee is still employed
by the Company as of such later date, or (d) the fulfillment by the Company of all of its obligations under Sections 4 and 5.2 if the Employee's employment with the Company terminates
within 12 months following the Change in Control Date. "Term" shall mean the period commencing as of the Effective Date and continuing in effect through December 31, 2008; provided, however,
that commencing on January 1, 2009 and each January 1 thereafter, the Term shall be automatically extended for one
additional year unless, not later than 90 days prior to the scheduled expiration of the Term (or any

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extension
thereof), the Company shall have given the Employee written notice that the Term will not be extended.

3.Employment Status; Termination Following Change in Control.

3.1Not an Employment Contract.    The Employee acknowledges that this Agreement does not constitute a contract of
employment or impose on the Company any obligation to retain the Employee as an employee and that this Agreement does not prevent the Employee from terminating employment at any time. If the
Employee's employment with the Company terminates for any reason and subsequently
a Change in Control shall occur, the Employee shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

3.2Termination of Employment.



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4.Benefits to Employee.

4.1Stock Acceleration.    If the Change in Control Date occurs during the Term and the Employee's employment with
the Company terminates within 12 months following the Change in Control Date, 100% of the then outstanding and unexercisable options to purchase shares of Common Stock of the Company held by
the Employee shall become immediately exercisable in full.

4.2Compensation.    If the Change in Control Date occurs during the Term and the Employee's employment with the
Company terminates within 12 months following the Change in Control Date, the Employee shall be entitled to the following benefits:



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4.3Mitigation.    The Employee shall not be required to mitigate the amount of any payment or benefits provided
for in this Section 4 by seeking other employment or otherwise. Further, except as provided in Section 4.2(a)(ii), the amount of any payment or benefits provided for in this
Section 4 shall not be reduced by any compensation earned by the Employee as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed
by the Employee to the Company or otherwise.

4.4Section 409A of the Code.    To the extent that any amount to be paid or provided to Employee in
connection with a separation from service pursuant to this Agreement is subject to Section 409A of the Code and at the time of the separation from service the Employee is considered a specified
employee within the meaning of Section 409A of the Code, then such payment shall not be made until the date (the "Payment Date") that is 6 months and 1 day after such separation
from service (the "Six Month Period"). All amounts which would have been paid during such Six Month Period will be paid in a lump sum on such Payment Date.

5.Successors.

5.1Successor to Company.    The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall
constitute Good Reason if the Employee elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this
Agreement, by operation of law or otherwise.

5.2Successor to Employee.    This Agreement shall inure to the benefit of and be enforceable by the Employee's
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amount would still be payable to the Employee
or his family hereunder if the Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors,
personal representatives or administrators of the Employee's estate.

6.Notice.All notices, instructions and other communications given hereunder or in connection herewith shall be
in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a
reputable nationwide overnight courier service, in each case addressed to the Company, at 125 Spring Street, Lexington, MA 02421-7801, Attention: Secretary, with a copy to Steven D.
Singer, Esq., Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109, and to the Employee at the Employee's address indicated on the signature page of this Agreement (or
to such other address as either the Company or the Employee may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have
been delivered five

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business
days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service.
Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

7.Miscellaneous.

7.1Employment by Subsidiary.    For purposes of this Agreement, the Employee's employment with the Company shall
not be deemed to have terminated solely as a result of the Employee continuing to be employed by a wholly-owned subsidiary of the Company.

7.2Severability.    The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

7.3Injunctive Relief.    The Company and the Employee agree that any breach of this Agreement by the Company is
likely to cause the Employee substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employee shall have the
right to specific performance and injunctive relief.

7.4Governing Law.    The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

7.5Waivers.    No waiver by the Employee at any time of any breach of, or compliance with, any provision of this
Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

7.6Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed to be an
original but both of which together shall constitute one and the same instrument.

7.7Tax Withholding.    Any payments provided for hereunder shall be paid net of any applicable tax withholding
required under federal, state or local law.

7.8Entire Agreement.    This Agreement sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled. For the avoidance of doubt, this Agreement provides for the payment of benefits to the Employee, if any, solely in the event of a Change of Control in accordance with the
terms of this Agreement. This Agreement does not provide for the payment of benefits to the Employee in the event of termination other than in connection with a Change of Control in accordance with
the terms of this Agreement. Accordingly, in no event will the Employee be entitled to payments pursuant to both Section 4.2 of this Agreement and any other severance agreements, promises,
covenants, arrangements, communications, representations or warranties, whether oral or written, made by any officer, employee or representative of the Company, including without limitation either
(x) severance arrangements provided for in an offer letter of employment with the Company or (y) in that certain Executive Severance Benefit Plan dated March 20, 2006 (the
"Severance Plan"), as such Severance Plan may be superceded, modified or amended by the Company.

7.9Amendments.    This Agreement may be amended or modified only by a written instrument executed by both the
Company and the Employee.

7.10Employee's Acknowledgements.    The Employee acknowledges that he: (a) has read this Agreement;
(b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Employee's own choice or has voluntarily declined to seek such counsel;
(c) understands the terms and consequences of this Agreement; and (d) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to the
Company in connection with the transactions contemplated by this Agreement, and is not acting as counsel for the Employee.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth below.

| |  | NITROMED, INC.           
| |  | -------------------------
| |  | By:                      
| |  | Title:                   
| |  |                          
| |  | GERALD BRUCE             
| |  | /s/ Gerald BruceSignature
| |  | Address:                 
| |  |                          
| |  |                          
| |  |                          
| |  | Date: 4/26/06            

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