UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|(Mark One)                                                       |                                                                                         
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2003                     
|OR                                                              
|o                                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission file number 000-50439

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NITROMED, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)            |  | 22-3159793(IRS Employer Identification No.)
|--------------------------------------------------------------------------------- |  | -------------------------------------------
|12 Oak Park Drive, Bedford, Massachusetts(Address of principal executive offices) |  | 01730(Zip Code)                            
|Registrant's telephone number, including area code:(781) 275-9700                

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Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $.01 par value per share
(Title of class)

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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý    NO o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
YES o    NO ý.

The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of March 19, 2004 was approximately $82,141,386,
based on the price at which the registrant's common stock was last sold on March 19, 2004. Information regarding the aggregate market value of the registrant's common stock as of June 30, 2003
has not been provided due to the fact that trading of the registrant's common stock on the Nasdaq National Market did not commence until November 6, 2003.

As
of March 19, 2004, there were 25,600,744 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant's proxy statement for the annual meeting of stockholders to be held on May 18, 2004, which are to be filed pursuant to
Regulation 14A within 120 days after the end of the registrant's fiscal year ended December 31, 2003 are incorporated by reference into Item 5 of Part II and
Part III of this report.



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NITROMED, INC.    ANNUAL REPORT    ON FORM 10-K

INDEX

|           |          |    |                                                                                                              | PAGE
|---------- | -------- | -- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I     |          |    |                                                                                                              |     
|           | Item 1.  |    | Business                                                                                                     |     
|           | Item 2.  |    | Properties                                                                                                   |     
|           | Item 3.  |    | Legal Proceedings                                                                                            |     
|           | Item 4.  |    | Submission of Matters to a Vote of Security Holders                                                          |     
|PART II    |          |    |                                                                                                              |     
|           | Item 5.  |    | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |     
|           | Item 6.  |    | Selected Financial Data                                                                                      |     
|           | Item 7.  |    | Management's Discussion and Analysis of Financial Condition and
Results of Operations                        |     
|           | Item 7A. |    | Quantitative and Qualitative Disclosures About Market Risk                                                   |     
|           | Item 8.  |    | Financial Statements and Supplementary Data                                                                  |     
|           | Item 9.  |    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |     
|           | Item 9A. |    | Controls and Procedures                                                                                      |     
|PART III   |          |    |                                                                                                              |     
|           | Item 10. |    | Directors and Executive Officers of the Registrant                                                           |     
|           | Item 11. |    | Executive Compensation                                                                                       |     
|           | Item 12. |    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |     
|           | Item 13. |    | Certain Relationships and Related Transactions                                                               |     
|           | Item 14. |    | Principal Accountant Fees and Services                                                                       |     
|PART IV    |          |    |                                                                                                              |     
|           | Item 15. |    | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                             |     
|SIGNATURES |          | 70

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PART I

This annual report on Form 10-K contains forward-looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause the results of NitroMed to differ materially from those expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, expenses, earnings or losses from operations,
or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning product research, development and commercialization
timelines; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include risks that are
described in "BusinessFactors That May Affect Future Results" and elsewhere in this annual report and that are otherwise described from time to time in our Securities and Exchange
Commission reports filed after this report.

The forward-looking statements included in this annual report represent our estimates as of the date of this annual report. We specifically disclaim any
obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing our estimates or views as of any date subsequent to the
date of this annual report.

ITEM 1. BUSINESS

Overview

NitroMed is an emerging pharmaceutical company with substantial expertise and intellectual property in nitric oxide-based drug development. We are applying our
nitric oxide technology to develop new pharmaceuticals, as well as safer and more effective versions of existing pharmaceuticals, to target significant diseases and major commercial markets. Our lead
nitric oxide-enhancing medicine, BiDil®, which is being developed to reduce mortality and hospitalization and to improve
the quality of life of African Americans diagnosed with heart failure, is the subject of a phase III confirmatory clinical trial.

Our
commercial strategy involves the development of proprietary nitric oxide drugs, the co-development and commercialization of nitric oxide-enhancing drugs with partners and
the out-licensing of our nitric oxide-enhancing technology in exchange for potential milestone payments and royalties on sales. We plan to directly market BiDil, if approved, to those
physicians who treat African Americans with heart failure. We have also entered into collaboration agreements with Merck to jointly develop nitric oxide-enhancing COX-2 inhibitors and with
Boston Scientific to jointly develop nitric oxide stents.

Our Nitric Oxide-Enhancing Medicines

Nitric oxide is a naturally-occurring compound that is synthesized in cells to regulate a broad range of cellular reactions. Many disease states are associated
with a deficiency in nitric oxide and might benefit from nitric oxide-enhancing medicines. For example, depleted levels of nitric oxide have been implicated in diseases such as heart failure,
pulmonary hypertension and sexual dysfunction. Additionally, nitric oxide-enhancing medicines have been shown to reduce side effects associated with a variety of medications, including a broad range
of anti-inflammatory medications.

We
generally choose drugs for nitric oxide enhancement from among those marketed medicines whose safety and efficacy we believe can be improved by increased nitric oxide levels in the
body. We estimate that candidate medicines for our nitric oxide technology have current annual worldwide sales in excess of $30 billion. We seek to produce our nitric oxide-enhancing drug
candidates by combining an existing, marketed medicine with a nitric oxide donor, which is a molecule capable of increasing nitric oxide levels in the body. The nitric oxide donor and the existing
medicine can be combined

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together
through either a chemical linkage to potentially create a proprietary new chemical entity or through the direct mixing of the medicine and the nitric oxide donor to potentially create a
patentable new use and dosage form.

We
believe that the probability of clinical success for our drug candidates is increased because regulatory approvals have already been achieved for the existing medicines that we are
seeking to improve. We also believe that the commercial risk associated with these drug candidates is mitigated because many of these existing medicines have already generated significant sales in
their markets.

We
have generated significant intellectual property rights for our nitric oxide technology and compounds to protect our interests and support our discovery and development of additional
product candidates.

BiDilTreatment for Heart Failure in African Americans

Our lead product, BiDil, is an orally-administered nitric oxide-enhancing medicine that is being investigated for its potential to reduce mortality and
hospitalization and improve the quality of life of African Americans diagnosed with heart failure. BiDil is a combination of two drugs, isosorbide dinitrate and hydralazine. Isosorbide dinitrate is a
nitric oxide donor. Hydralazine is an antioxidant and vasodilator agent, which means it dilates blood vessels and protects the nitric oxide formed by isosorbide dinitrate from deactivating. Through
these properties, BiDil is intended to provide a number of beneficial effects for African American heart failure patients, including increasing levels of nitric oxide in the body. Because heart
failure is a chronic disease, we expect that, if approved, BiDil, like other medicines taken for chronic heart disease, will be taken for the duration of the patient's life.

Heart
failureor end-stage cardiovascular diseaseaffects approximately five million Americans. There is no cure for this disease and more than 50% of
patients die within five years of diagnosis. African Americans suffer a disproportionate incidence of cardiovascular disease. With respect to heart failure, they are affected at a rate almost twice
the rate of the corresponding white population and are more likely to die from it. This dramatic ethnic difference in health outcomes has been attributed to a variety of factors, including access to
medical care, management of heart failure and socioeconomic factors. Recent analyses of heart failure clinical trials, however, show that the mortality rate and the hospitalization rate for African
Americans is significantly higher than for non-African Americans, even after adjustment for such factors. Based on data from the United States census bureau and the Centers for Disease
Control, we estimate that 750,000 African Americans have been diagnosed with heart failure, and we expect this number to grow to approximately 900,000 persons by 2010.

African
Americans may also be more vulnerable to heart failure because some medicines approved for use in heart failure appear in certain clinical studies to be less effective in African
American patients. These ethnic differences are documented in FDA-required product package inserts, including:



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While
BiDil may be of benefit to the general heart failure population, several factors lead us to believe BiDil has the potential to be particularly clinically and commercially
successful in African-American heart failure patients. Specifically:



We
amended BiDil's previously submitted new drug application which had been filed by a prior sponsor of the drug who was investigating BiDil for use in the general heart failure
population. In early 2001, we received a letter from the FDA stating that, in addition to the data already submitted to the agency, a clearly positive confirmatory trial in African Americans with
heart failure would, together with the satisfaction of other conditions, including the FDA's approval of our manufacturing processes and marketing materials, provide a basis for approval of BiDil. In
May 2001, we commenced our phase III confirmatory trial for BiDil, enrolling patients with moderate to severe heart failure who have identified themselves as being African American. As
is generally true with most phase III trials, the
protocol was developed and finalized with significant input from the FDA. It is a double-blind, placebo-controlled trial, meaning that neither the patients nor the investigators in the study are
informed during the trial which patients are receiving BiDil and which are receiving a placebo, which is a pill that looks the same as the drug but has no active ingredients. This trial is being
conducted at more than 160 clinical sites in the U.S. and, as of December 31, 2003, is over 75% enrolled. Based on the interim analysis, the independent third party calculated that the trial
will need to enroll at least 900 patients to achieve statistical significance for the targeted primary clinical endpoints. The interim analysis also indicated that a 1,100 patient sample size would
enhance the likelihood of generating statistically significant results. We believe that if we successfully complete enrollment in the trial by fall 2004, data from the study will be available
by mid 2005. Pending successful FDA approval, we expect to launch BiDil in 2006.

Nitric Oxide-Enhancing COX-2 Inhibitors for the Treatment of Pain and Inflammation

COX-2 inhibitors, including Merck's Vioxx® and Pfizer's Celebrex®, are a class of medicines that are effective in treating
inflammation. Inflammation is caused by the body's local response to injury and is part of the healing mechanism. However, the body sometimes overcompensates to cause acute and chronic problems of
pain, swelling, and loss of function. COX-2 inhibitors are widely prescribed for conditions such as arthritis, mild to moderate pain, migraine and fever. We estimate that in 2002,
COX-2 inhibitors generated approximately $6.0 billion in worldwide sales.

We
have created several series of proprietary nitric oxide-enhancing COX-2 inhibitors that we believe could improve the safety and efficacy of this drug class.
COX-2 inhibitors have gained rapid commercial success due to their decreased gastrointestinal side effects, compared to aspirin and other commonly prescribed non-steroidal,
anti-inflammatory drugs. In our laboratories, nitric oxide has been shown in animal studies to further decrease the gastrointestinal side effects of COX-2 inhibitors.

In
December 2002, we entered into an exclusive, worldwide licensing research, collaboration and licensing agreement that granted Merck marketing and sales rights to our technology
for nitric oxide-enhancing COX-2 inhibitors. The research portion of the agreement is for three years and can be extended by mutual agreement. In 2003, we have received
$10.0 million in license fees from Merck and

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two
payments, each of $5.0 million, for achieving the first two milestones. In addition, we received $3.0 million in research and development funding in 2003. We are currently working
with Merck to screen proprietary nitric oxide-enhancing COX-2 inhibitors in advance of clinical testing as analgesic and anti-inflammatory agents and in other specified disease
areas. In late 2003, Merck advanced the first lead compound under the collaboration into phase I clinical trials. These agents are intended to be second-generation COX-2 inhibitors. We are
entitled to additional milestone payments upon our successful achievement of specified research objectives and royalties on product sales.

Nitric Oxide Stents for the Treatment of Restenosis

Balloon angioplasty is a procedure to widen blocked arteries that have resulted from certain conditions such as high cholesterol. It is increasingly common during
angioplasty to place a stent, or mesh medical device, into the diseased artery to help maintain the artery width and prevent its re-closure, or restenosis. Several cardiovascular device
companies are developing and commercializing stents coated with chemotherapeutic agents or other therapeutic agents designed to help reduce the risk of restenosis. We have demonstrated that a stent
coated with a nitric oxide donor can significantly reduce restenosis in a variety of animal studies.

In
November 2001, we entered into a development and license agreement with Boston Scientific pursuant to which we granted Boston Scientific an exclusive worldwide license to
develop and commercialize products for restenosis which incorporate these nitric oxide-releasing compounds. In December 2003, we entered into an agreement to extend the research collaboration
to develop nitric-oxide coated stents until December 31, 2005.

Boston
Scientific made an up-front license payment to us of $1.5 million in 2001 and made an additional payment of $3.0 million in December 2003 in
connection with the extension of the research and development collaboration. Boston Scientific also made equity investments in our redeemable convertible preferred stock in 2001 and 2003 totaling
$4.0 million. Boston Scientific will be obligated to make milestone payments to us if specified research, development and commercialization milestones are achieved and has also agreed to pay us
royalties on the sale of any products resulting from the collaboration.

Nitric Oxide-Enhancing NSAIDs for Inflammation and Other Development Programs

We are utilizing our nitric oxide expertise and proprietary position to develop products for a variety of additional medical conditions. We are in various stages
of discussions with potential partners in the areas of nitric oxide-enhancing non-steroidal anti-inflammatory drugs, or NSAIDs, for the treatment of pain and inflammation and
the targeted delivery of nitric oxide-enhancing medicines to the kidney for acute renal failure.

NSAIDs
are among the most widely-prescribed drugs for the treatment of inflammatory conditions, including arthritis, mild to moderate pain, migraine and fever. We estimate that the
worldwide market for NSAIDs is approximately $13.3 billion, 30% of which is for arthritis alone. Among the most serious side effects associated with NSAIDs are ulceration and bleeding in the
gastrointestinal tract. Nitric oxide has been shown in preclinical studies to decrease the gastrointestinal side effects of NSAIDs. We have developed a proprietary approach to reducing the
gastrointestinal side effects of traditional NSAIDs, including aspirin, by delivering a source of nitric oxide along with the NSAID.

Acute
renal failure is characterized by a sudden deterioration in kidney function and affects approximately 5% of all hospitalized patients. It is a serious and
life-threatening condition from which more than half of the affected patients die. Nitric oxide is known to be essential to kidney function, and we believe that acute renal failure can be
moderated by the targeted delivery of nitric oxide to the kidneys.

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The
following table highlights those classes of nitric oxide-enhancing medicines where we have or are seeking to create intellectual property rights and where we believe we can offer a
clinical benefit compared to existing FDA-approved medicines. Our efforts in these areas, except with respect to the COX-2 inhibitors for pain and inflammation, consist of
discovery-stage research primarily directed to establishing our intellectual property position. With regard to COX-2 inhibitors for pain and inflammation, in late 2003, our collaborative
partner, Merck, advanced the first lead compound under the collaboration into phase I clinical trials. In addition, pursuant to the collaboration additional specified preclinical compounds are being
studied for advancement into clinical trials.

|Product Candidate and Therapeutic Area              |                                                                | Anticipated Clinical Benefit
|--------------------------------------------------- | -------------------------------------------------------------- | ----------------------------
|Nitric Oxide-Enhancing NSAIDs and COX-2 Inhibitors 
|                                                   | Pain, inflammation, cancer and central nervous system diseases |                             
|Nitric Oxide-Enhancing PDE Inhibitors              
|                                                   | Asthma                                                         |                             
|                                                   | Male erectile dysfunction                                      |                             
|                                                   | Pulmonary hypertension                                         |                             
|                                                   | Chronic obstructive airway disease                             |                             
|Nitric Oxide-Enhancing Steroids                    
|                                                   | Allergy and asthma                                             |                             
|                                                   | Dermatology                                                    |                             
|Nitric Oxide-Enhancing Gastrointestinal Protectants
|                                                   | Peptic ulcer                                                   |                             
|Nitric Oxide-Enhancing Arginines                   
|                                                   | Kidney failure                                                 |                             

Our Strategy

Our goal is to become a leading, multi-product pharmaceutical company, focused on the discovery, development and commercialization of nitric oxide-based
medicines. Key elements of our strategy include:

Successfully commercialize BiDil.We plan to develop an internal marketing and sales force to promote BiDil for the treatment
of heart failure in African Americans. Based on the number of physicians serving the African American heart failure market, we believe we can successfully promote BiDil with approximately 150 to 200
sales representatives. Because BiDil, if approved, will be the only heart failure treatment specifically indicated to treat African Americans with heart failure, we believe that we will be able to
capture significant market share in this population.

Develop and commercialize selected nitric oxide-enhancing versions of existing medicines with leading companies.We intend to
continue entering into collaborations with leading pharmaceutical companies where our product candidates will benefit from the marketing reach, clinical expertise and technology of the partner. Our
current strategic research and development collaborations with Merck for COX-2 inhibitors and with Boston Scientific for drug-coated stents are examples of our ability to enter
into collaborations with leading companies.

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Focus our internal development efforts on improved versions of existing medicines.We believe that many pharmaceutical
companies have currently marketed drugs and products that can benefit from the therapeutic attributes and the potential patent protection of our nitric oxide-enhancement. We are currently conducting
research and development on five drug classes and have consolidated an intellectual property position from which we believe we can generate significant value.

Expand our pipeline of nitric oxide-enhancing drug candidates through corporate development activities.Our nitric oxide
expertise coupled with our corporate development capabilities affords us opportunities within the nitric oxide field that others may not recognize. For example, we were well suited to
appreciate the value that BiDil, a nitric oxide-enhancing medicine, could bring to African American heart failure patients. We will continue to position ourselves to attract additional opportunities
through in-licensing or other arrangements and anticipate using our planned BiDil sales force to market additional products in the future.

Continue to protect and enhance our nitric oxide intellectual property rights and capabilities.Because of its critical role
in our on-going product development efforts, we intend to rigorously pursue the protection of our intellectual property. In order to protect and expand our current intellectual property
position, we intend to invest significantly in nitric oxide-related research and development efforts, including attracting and retaining highly talented and experienced personnel.

BiDil Clinical Trials

In the 1980s, the U.S. Veterans Administration evaluated the components of BiDil, isosorbide dinitrate and hydralazine, in two landmark studies. The first of two
six-year mortality studies on BiDil, also known as the vasodilators in heart failure trials, which began in 1980, compared the effects of a placebo, the BiDil components, and another
vasodilator called prazosin in the general population. The primary endpoint of this trial was mortality over two years and the trial enrolled 642 patients who were followed for up to five years. The
second six-year mortality study on BiDil began in 1986. This study compared the effects of enalapril, an ACE inhibitor, and the BiDil composition in the general population. The primary
endpoint of this trial was mortality over two years and the trial enrolled 804 patients who were followed for up to five years. These data formed the basis of a new drug application filed by Medco
Research, now King Pharmaceuticals, seeking approval of BiDil for treatment of heart failure in the general population. Medco received a non-approvable letter with respect to the
application in 1997 from the FDA following a split vote at the FDA's CardioRenal Advisory Committee. The FDA review concluded that BiDil failed to satisfy typical statistical significance requirements
after statistical adjustments were applied to account for multiple unplanned interim analyses that had been performed by the investigators.

Our
extensive work in the field of nitric oxide-enhancing medicines led us to believe that BiDil might be particularly well-suited to enhance in-vivonitric oxide levels and to protect the nitric oxide
after it is formed. As such, we postulated that BiDil might provide preferential
survival advantages to African American heart failure patients suffering from a deficiency of nitric oxide. In 1999, we re-analyzed the results of the two prior BiDil mortality studies by
ethnicity. Following this re-analysis and extensive discussions with the FDA, in 1999 we acquired the new drug application and a license to the BiDil intellectual property from
Dr. Jay Cohn, Professor in the Department of Medicine at the University of Minnesota, who had acquired the new drug application and intellectual property from Medco Research. Our retrospective
analysis of the first BiDil mortality study, which contained 180 African American patients, showed that BiDil reduced mortality versus placebo by 66% in African Americans with mild to moderate heart
failure. These data have a p <0.004, which indicates a four in one thousand probability that this result is due to chance. In addition, re-analysis of the second BiDil mortality
study, which contained data from 215 African American patients, showed that African American patients treated with BiDil experienced an improvement in quality of life and mortality rates

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that
were not statistically different than mortality rates for African American patients treated with enalapril, an ACE inhibitor approved for the treatment of heart failure.

We
amended the previously-submitted new drug application for BiDil in the third quarter of 2000 with the results from these ethnicity based re-analyses. In March 2001,
the FDA advised us that results from an additional clearly positive clinical trial in African Americans with heart failure would, together with the satisfaction of other conditions, provide a basis
for approval of BiDil. We are conducting the BiDil trial at approximately 160 sites in the U.S., with a goal of enrolling 1,100 patients. The trial is designed to demonstrate that BiDil, when
administered together with standard heart failure therapies, can provide a combination of reduced mortality and hospitalization and improved quality of life for African Americans with heart failure.
The Association of Black Cardiologists is jointly sponsoring the trial, principally by assisting with the identification, selection and training of clinical investigators, the identification of
potential study participants, and by endorsing participation in our trial within the African American community. Representatives of the Association of Black Cardiologists also serve on the clinical
trial steering committee, where their role includes providing input on trial design and modification.

We
experienced decreased patient enrollment after the first 12 months of the BiDil trial primarily because we exhausted the available pool of potential patients at our existing
sites and because many potential patients were disqualified from participation in the study because they did not meet the clinical protocol requirement of at least one prior hospitalization. We
subsequently increased the number of clinical sites from approximately 100 to approximately 160, and in May 2003 we submitted to the FDA an amended clinical protocol, which permits the
enrollment of patients with no prior hospitalizations so long as the other study criteria are met. As of December 31, 2003, we have achieved over 75% enrollment.

An
independent third party designated by us performed an interim analysis of the BiDil trial clinical database in March 2003 in accordance with the protocol after 313 patients had
completed the minimum
of six months of patient follow-up. This interim analysis was incorporated into the study design, with the FDA's concurrence, to ascertain the appropriate number of patients to enroll and
to perform an interim safety assessment. No significant treatment-related adverse drug reactions were observed. Based on the interim analysis, the independent third party calculated that the trial
will need to enroll at least 900 patients to achieve statistical significance for the targeted primary clinical end points. The interim analysis also indicated that a 1,100 patient sample size would
enhance the likelihood of generating statistically significant results. We believe that if we successfully complete enrollment in the trial by fall 2004, data from the study will be available by mid
2005. Pending successful FDA approval, we expect to launch BiDil in 2006.

Nitric Oxide's Role in Cellular Function and Disease

In the 1980s, nitric oxide was identified as a significant molecule that regulates a wide range of important cellular functions. Robert R. Furchgott, a member of
our scientific advisory board, and two others were awarded the 1998 Nobel Prize in Physiology and Medicine for this discovery.

Recent
research has also shown that nitric oxide also plays important biochemical and physiological roles in many diseases or medical conditions, including the following:

Cardiovascular Disease.The formation of nitric oxide in the cells that line the inner walls of blood vessels, referred to as
the endothelium, has been found to play a crucial role in maintaining the dilation of the blood vessels, a process essential for the regulation of blood pressure. Nitric oxide produced by the
endothelium also inhibits the clumping of platelets, which are cells in the blood that promote clotting, and the adhesion of platelets and white blood cells to the blood vessels' inner walls, thereby
significantly reducing the obstruction of blood vessels that is associated with blood clots and stroke. Numerous other cardiovascular actions of nitric oxide have been reported, including maintaining

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sufficient
blood flow to the heart muscle and regulation of the contraction of the heart muscle. Cardiovascular diseases associated with nitric oxide imbalance include atherosclerosis, high
cholesterol levels, high blood pressure, pulmonary hypertension and heart failure.

Gastrointestinal and Inflammatory Disease.Nitric oxide is capable of influencing many of the biochemical and physiological
reactions that are key to preventing or repairing injury to the gastrointestinal tract, such as stimulating mucus secretion from the mucus membrane lining the stomach and intestines and regulating the
blood flow feeding the wall of the gastrointestinal tract and the mucus membrane. Nitric oxide can control inflammatory cell activation and is active on other chemical mediators in the inflammatory
process. Gastrointestinal diseases in which nitric oxide may have been shown to have beneficial actions include NSAID-induced gastric injury, inflammatory bowel disease, and peptic ulcer.

Central Nervous System Disorders.Nitric oxide is also synthesized in nerve cells, or neurons, of the central nervous system,
where it performs many physiological functions, including the formation of memory and the modulation of pain. Nitric oxide-based therapies for diseases such as epilepsy, stroke, neuroinflammatory
disorders and trauma may be able to provide protection to neurons.

Sexual Dysfunction.In the peripheral nervous system, nitric oxide is now known to play a role in regulating some forms of
vasodilation and certain gastrointestinal, respiratory and genito-urinary functions. For example, male penile erection is dependent upon nitric oxide-relaxation of genital smooth muscles, and drugs
like Viagra enhance the nitric oxide-signaling pathway.

Respiratory Disease.Nitric oxide inhalation reduces pulmonary hypertension and improves oxygenation, the absorption of
oxygen by the lungs. In inflammatory pulmonary diseases, such as asthma and chronic obstructive pulmonary disease, nitric oxide has been shown to promote airway dilation and reduce inflammation, thus
reducing airway sensitivity to airborne irritants and allergens.

Corporate Collaborations

As part of our strategy to accelerate our product development efforts, we have established collaborations with Merck Frosst Canada & Co., a Merck &
Co., Inc. subsidiary, in the area of nitric oxide-enhancing COX-2 inhibitors for use in the treatment of various diseases, and Boston Scientific in the area of nitric oxide
drug-coated stents to reduce restenosis. These collaborations are designed to provide us with capital and research, development and marketing capabilities. We intend to pursue other
collaborations as appropriate. Since inception, all of our revenue has been derived from our collaborations with third parties. For the fiscal year ended December 31, 2003, our collaborations
with Merck and Boston Scientific accounted for all of our $12.8 million of revenue.

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Merck Agreement

In December 2002, we entered into a research, collaboration and license agreement with Merck to jointly develop pharmaceutical products containing nitric
oxide-enhancing COX-2 inhibitors. We are currently working with Merck to screen proprietary nitric oxide-enhancing COX-2 inhibitors in advance of clinical testing as analgesic
and anti-inflammatory agents and in other specified disease areas. In late-2003, Merck advanced the first lead compound under the collaboration into phase I clinical trials.
Under the terms of the agreement, we have granted Merck an exclusive worldwide, royalty-bearing license to develop, make and sell nitric oxide-enhancing COX-2 inhibitors for use in the
treatment or prevention of various diseases, conditions or disorders.

Merck
paid an up-front license fee of $10.0 million under the agreement and has agreed to make research and development payments over the three-year term
of the research program, of which $3.0 million was paid in 2003. In the event that specified research, development and commercialization milestones are achieved, Merck is obligated to make
additional payments to us. In 2003, Merck made two payments, each of $5.0 million, for achieving the first two milestones. Merck has agreed to pay royalties to us on the sale by Merck, its
affiliates or any sublicensees of any products resulting from the collaboration.

The
research program may be extended beyond its initial three-year term by the parties for additional one-year periods by written agreement. Merck has the right
to terminate the agreement after the initial three year research term upon 90 days' advance written notice. Each party has the right to terminate the agreement in the event of an uncured,
material breach by the other party, provided that in the event of a termination by Merck for a material breach by us, Merck must continue to pay any royalty amounts due under the agreement.

Boston Scientific Agreement

In November 2001, we entered into a development and license agreement with Boston Scientific in the field of restenosis. We have granted Boston Scientific
an exclusive worldwide license to develop and commercialize products for restenosis incorporating two nitric oxide-releasing compounds. We have also granted to Boston Scientific a right of first
refusal to obtain an exclusive license under our nitric oxide technologies to commercialize products for restenosis, which right of first refusal is for a period of
three years after the end of the research term. In December 2003, we entered into an extension to the agreement that continues the research and development collaboration through
December 2005.

Boston
Scientific made an up-front license payment of $1.5 million to us in 2001 and made an additional payment of $3.0 million in December 2003 in
connection with the extension of the research and development collaboration. In the event that specified research, development and commercialization milestones are achieved, Boston Scientific is
obligated to make milestone payments to us. Boston Scientific also is obligated to pay royalties to us on the sale of any products resulting from the collaboration. Boston Scientific made a
$3.5 million investment in our series F junior redeemable convertible preferred stock in 2001. In August 2003, in connection with a private placement, Boston Scientific made an
additional $500,000 investment in our series E redeemable convertible preferred stock.

Boston
Scientific has the right to terminate our research program at any time upon 30 days' written notice. Boston Scientific may also terminate the agreement at any time upon
60 days' written notice in the event of an uncured material breach by us, in which event Boston Scientific may elect whether the licenses we have granted shall continue in effect. Unless
earlier terminated, the agreement will remain in effect until the expiration of the obligation of Boston Scientific to pay royalties under the agreement. Boston Scientific also has a right of first
refusal with respect to other nitric oxide-releasing compounds we may develop for delivery through the use of implantable medical devices or via specialty catheters.

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Research and Development

As of December 31, 2003, our research and development group consists of 36 employees, consisting of 16 biologists, 10 medicinal chemists, six persons
engaged in clinical development and four persons engaged in patent and other research and development-related functions. Our research and development group is focusing on continuous improvement of our
core technology; new materials and platforms; complementary products; and new initiatives aimed at leveraging our core technology in new market areas.

During
the years ended December 31, 2003, 2002 and 2001, we estimate that our total company-sponsored research and development expenses were $15.1 million,
$14.7 million and $9.9 million, respectively, and that our collaborator-sponsored research and development expenses were $3.8 million, $1.4 million and $313,000,
respectively.

Proprietary Rights and Licensing

Our policy is to prosecute and enforce our patents and proprietary technology. We intend to continue to file United States and foreign patent applications to
protect technology, inventions and improvements that are considered important to the development of our business. We will be able to protect our proprietary technologies from unauthorized use by third
parties only to the extent that our proprietary rights are covered by valid and enforceable patents or are effectively maintained as trade secrets.

As
of December 31, 2003, we have 74 issued U.S. patents and 45 pending U.S. patent applications. We also have 23 issued patents and 133 pending patent applications in certain
major industrial countries, including Canada, the major European market countries, Australia and Japan. Our issued U.S. and foreign patents expire on various dates between 2007 and 2024.

BiDil.We have two U.S. patents, expiring in 2007 and 2020, respectively, and one Canadian patent expiring in 2008, which
relate to co-administration of the components of BiDil. The first U.S. patent and the Canadian patent cover methods for reducing mortality associated with chronic congestive heart failure.
The second U.S. patent covers methods for reducing mortality associated with chronic congestive heart failure, for improving the quality of life, for improving oxygen consumption or improving exercise
tolerance in black patients. In addition, we have filed three additional U.S. method-of-use patent applications and corresponding foreign patent applications that could provide
additional patent protection for BiDil.

Nitric Oxide-Enhancing COX-2 Inhibitors and Nitric Oxide-Enhancing NSAIDs for Inflammation.We have one issued
and six pending U.S. patent applications, which, if issued, will have expiration dates between 2020 and 2023 and which disclose and claim novel nitric oxide-enhancing COX-2 inhibitors.
These applications also disclose kits and methods of use for the treatment of pain, inflammation and fever, gastrointestinal disorders, disorders resulting from elevated levels of COX-2
inhibitors, for reducing renal and respiratory toxicity, for facilitating wound healing and for improving the cardiovascular profile of COX-2 inhibitors. We have also filed additional
foreign patent applications relating to this technology. We have three U.S. patents, expiring in 2015, two U.S. patents, expiring in 2018, and one patent application which, if issued, will expire in
2018, which cover different compositions of matter and methods of use for the treatment of pain, inflammation, fever and gastrointestinal disorders with novel nitric oxide-enhancing NSAIDs. One
pending patent application, which, if issued, will expire in 2023, discloses specific composition of matter and methods of use for the treatment of pain, inflammation and gastrointestinal disorders of
novel nitric oxide-enhancing NSAIDs.

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We
have filed additional patent applications worldwide and have been issued two Australian patents, both of which expire in 2016, and one allowed Canadian patent, which also expires in 2016.

Nitric Oxide Stents.We have five U.S. patents expiring on dates between 2013 and 2018 which cover the coating of medical
devices with nitric oxide compounds, prevention of adverse effects associated with the use of a medical device, treatment of a damaged vessel or treatment of a damaged vascular surface in a patient by
administration of a nitric oxide compounds. We have five pending U.S. patent applications which, if issued, will have expiration dates between 2021 and 2023 and which cover the composition of matter
of specific nitric oxide donors or nitric oxide-linked compounds and their methods of use for the treatment of restenosis. We have filed additional patent applications worldwide, have been issued one
Australian patent that expires in 2014 and have one allowed European patent which expires in 2014.

Other Development Programs.We also have a U.S. patent and a pending U.S. patent application, both of which expire in 2019,
which disclose the methods of use of N-hydroxyguanidine compounds in the treatment of renal failure. We have also filed additional foreign patents applications covering this technology.



Dr. Jay N. Cohn.In January 1999, as amended in January 2001, we entered into a collaboration and
license agreement with Dr. Jay N. Cohn. Under the agreement, Dr. Cohn licensed to us exclusive worldwide royalty-bearing rights to technology and inventions owned or controlled by
Dr. Cohn and that relate to BiDil for the treatment of cardiovascular disease. We have agreed to make milestone payments to Dr. Cohn upon FDA approval and upon first commercial sale of
products, if any, arising out of the agreement. The agreement imposes upon us an obligation to use reasonable best efforts to develop and, upon receipt of regulatory approval, manufacture, market and
commercialize products based upon the licensed rights. If we fail to meet this obligation, Dr. Cohn has the right to terminate the agreement and the license granted to us under the agreement.
Dr. Cohn also has the right to terminate the agreement if we materially breach the agreement and fail to remedy the breach within 30 days. We have the right to terminate the agreement at
any time upon 30 days' prior written notice. Unless earlier terminated, the agreement continues in perpetuity. Pursuant to the agreement, Dr. Cohn was appointed to our scientific
advisory board, entered into a consulting agreement with us and was granted an option to purchase 10,000 shares of our common stock.

The Brigham and Women's Hospital.In August 1992 and as amended in November 1996, we entered into a research
and license agreement with The Brigham and Women's Hospital, Inc., or BWH. Under the agreement, we sponsored a research program at BWH for a period of approximately two years relating to the
diagnostic, therapeutic and prophylactic use of nitric oxide and related compounds. Under the agreement, in exchange for our sponsored research funding, BWH granted us exclusive worldwide
royalty-bearing rights to technology and inventions owned at the effective time of, or developed in the course of, the sponsored research program. We are applying the patents, patent applications and
other intellectual property rights licensed to us by the BWH in our nitric oxide stent program. The agreement
imposes on us due diligence obligations with respect to the research, development and commercialization of products based upon the licensed rights. If we fail to meet these obligations, then upon
written notice the license will become non-exclusive. BWH has the right to terminate the agreement if we materially breach the agreement and fail to remedy the breach within
60 days.

Boston University.In June 1993, as amended in January 1999, we entered into a research and license agreement
with the Trustees of Boston University, or BU. Under the agreement, we have agreed to sponsor a multi-year research program at BU in the area of nitric oxide-enhancing medicines for
erectile dysfunction and ureteral relaxation. Under the agreement, in exchange for our sponsored

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research
funding, BU has granted us exclusive worldwide royalty-bearing rights to technology and inventions owned by BU and/or for the principal investigator named in the research proposal at the
effective time of, or developed in the course of, the sponsored research program. We have agreed to pay royalties to BU on all products sold or distributed by us or our affiliates which incorporate or
utilize inventions, material or information specified in the agreement. The agreement imposes on us due diligence obligations with respect to the development and commercialization of products based
upon the licensed rights. If we fail to meet these obligations, then upon notice by BU, the parties are required to enter into good faith negotiations, and if the parties cannot reach resolution, the
license will become non-exclusive without the right to sublicense. BU has the right to terminate the agreement if we materially breach the agreement and fail to remedy the breach within
60 days. We may terminate funding of any sponsored research program on three months' prior written notice.

FoxKiser.In April 2001, we entered into an agreement with the law firm of FoxKiser LLC under which FoxKiser agreed to
provide strategic counsel, including assistance in seeking FDA approval of BiDil. We and FoxKiser agreed that the fees owed by us to FoxKiser, including consulting services, would be deferred by us
and would be paid in full within 45 days after the date on which we received written FDA approval, if any, for the first BiDil product. In further consideration for FoxKiser's services, we also
agreed to pay FoxKiser a royalty on the sale of BiDil by us or a third party licensee. Our obligation to make royalty payments to FoxKiser on BiDil ends six months after the date of market
introduction of an FDA-approved generic version of BiDil. The agreement continues in effect in perpetuity, unless either we or FoxKiser terminates the agreement in the event of a material
breach by the other party that remains uncured for 60 days and unless renegotiation of the agreement is triggered by its terms in the event that we enter into a license or other business
arrangement with a third party on terms that impose certain limitations on the royalties payable to us on sales of BiDil.

Dr. John D. Folts.In March 1995 and as amended in November 1996 and December 1998, we entered
into an agreement with Dr. John D. Folts, a member of our scientific advisory board, pursuant to which Dr. Folts assigned to us his rights to any pending patent applications and issued
patents relating to the use of nitric oxide adducts in exchange for a royalty on any products, methods or services sold or distributed by us or our licensees that are covered by the assigned patents.
These patents cover technologies being used in our nitric oxide-coated stent development programs with Boston Scientific.



We also currently own the following U.S. trademarks:



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In
addition, we depend upon trade secrets, know-how and continuing technological advances to develop and maintain our competitive position. To maintain the confidentiality of
trade secrets and proprietary information, we require our employees, scientific advisors, consultants and collaborators, upon commencement of a relationship with us, to execute confidentiality
agreements and, in the case of parties other than our research and development collaborators, to agree to assign their inventions to us. These agreements are designed to protect our proprietary
information and to grant us ownership of technologies that are developed in connection with their relationship with us. These agreements may not, however, provide protection for our trade secrets in
the event of unauthorized disclosure of such information.

Manufacturing

We have no manufacturing capabilities. We rely on third parties to manufacture bulk compounds and finished investigational medicines for research, development,
preclinical and clinical trials. We currently engage Schwarz Pharma Manufacturing, Inc. for manufacture of small-scale batches of BiDil for clinical trials. Commercial quantities of BiDil and
other drugs we seek to develop will have to be manufactured in facilities and by processes that comply with the FDA and other regulations. We plan to rely on third parties to manufacture commercial
quantities of any products we successfully develop, including BiDil. We believe that there are several manufacturing sources available to us on commercially reasonable terms to meet our clinical and
any commercial production requirements.

Marketing and Sales

We currently have no marketing, sales or distribution capabilities. Where the geographic market is limited or where the prescriptions are written principally by a
relatively small number of physicians, such as oncologists or cardiologists, we may elect to establish our own marketing organization and sales force to market and sell those products for which we
obtain regulatory approval. For example, we plan to directly market BiDil, if approved, to those physicians who treat African Americans with heart failure. To this end, in the near term we intend to
initiate development of those marketing and sales capabilities necessary to launch and commercialize BiDil, including beginning to build out a marketing department and planning for the hiring of a
U.S. sales force, medical science liasons, and other professional services functions.

We
plan to seek third party support for those products that would benefit from the worldwide promotional support of, branding by, and the reach of, a large sales and marketing force.
These products are typically those prescribed by the primary care physician. In these cases we will promote our products in collaboration with marketing partners or rely on relationships with one or
more companies with established sales forces and distribution systems spread around the world. Our partnerships with Merck in nitric oxide-enhancing COX-2 inhibitors and Boston Scientific
in coated stents are examples of areas in which we have sought partners.

Competition

We and our corporate collaborators face intense competition from a wide range of pharmaceutical and life science companies, as well as academic and research
institutions and government agencies. These competitors include organizations that are pursuing the same or similar technologies to those which constitute our technology platform and from
organizations that are developing and commercializing pharmaceutical products that are competitive with our potential products.

We
believe that competition for our BiDil product and other nitric oxide-enhancing cardiovascular medicines that we and our corporate collaborators may develop will initially come from
companies currently marketing and selling therapeutics to treat heart failure in the general population. These competitors include GlaxoSmithKline, plc, Merck & Co., Inc.,
Pfizer Inc. and AstraZeneca plc. We

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expect
that COX-2 inhibitors currently marketed by Pfizer Inc. and Novartis Pharma, AG will compete with our and our corporate collaborators' nitric oxide-enhancing
COX-2 inhibitor products under development. In the field of stents, we believe that competition will come from Cordis Corporation, a Johnson & Johnson Company, Guidant Corporation
and Medtronic, Inc.

We
also face competition from other companies that are active in or entering into the area of nitric oxide-based therapeutics. We are aware of four companies working in the area of
nitric-oxide therapeutics:



We
intend to compete with these companies on the basis of our intellectual property portfolio, the expertise of our scientific personnel and our nitric oxide technologies. Principal
competitive factors in our industry include:



Many
of the companies competing against us have financial and other resources substantially greater than our own. In addition, many of our competitors have significantly greater
experience in testing pharmaceutical and other therapeutic products, obtaining FDA and other regulatory approvals of products for use in health care, and marketing and selling those products.
Accordingly, our competitors may succeed more rapidly than we will in obtaining FDA approval for products and achieving widespread market acceptance. If we obtain necessary regulatory approval and
commence significant commercial sales of our products, we will also be competing with respect to manufacturing efficiency and marketing capabilities, areas in which we have limited or no experience.

Regulatory Matters

FDA Requirements for New Drug Compounds

The research, testing, manufacture and marketing of drug products are extensively regulated by numerous governmental authorities in the United States and other
countries. In the United States, drugs are subject to rigorous regulation by the FDA. The Federal Food, Drug, and Cosmetic Act, and

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other
federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, labeling, promotion and marketing and
distribution of pharmaceutical products. Failure to comply with applicable regulatory requirements may subject a company to a variety of administrative or judicially-imposed sanctions and/or the
inability to obtain or maintain required approvals or to market approved drug products.

The
steps ordinarily required before a new pharmaceutical product may be marketed in the United States include preclinical laboratory tests, animal tests and formulation studies, the
submission to the FDA of a notice of claimed investigational exemption or an investigational new drug application, which must become effective before clinical testing may commence, and adequate and
well-controlled clinical trials to establish the safety and effectiveness of the drug for each indication for which FDA approval is sought. Satisfaction of FDA pre-market
approval requirements typically takes several years and the actual time required may vary substantially based upon the type, complexity and novelty of the product or disease. Government regulation may
delay or prevent marketing of potential products for a considerable period of time and impose costly procedures upon a manufacturer's activities. Success in early stage clinical trials does not assure
success in later stage clinical trials. Data obtained from clinical activities is not always conclusive and may be susceptible to varying interpretations that could delay, limit or prevent regulatory
approval. Even if a product receives regulatory approval, later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the
product from the market.

Preclinical
tests include laboratory evaluation of product chemistry and formulation, as well as animal trials to assess the potential safety and efficacy of the product. The conduct of
the preclinical tests and formulation of compounds for testing must comply with federal regulations and requirements. The results of preclinical testing are submitted to the FDA as part of an
investigational new drug application.

A
30-day waiting period after the filing of each investigational new drug application is required prior to the commencement of clinical testing in humans. If the FDA has not
commented on or questioned the investigational new drug application within this 30-day period, clinical trials may begin. If the FDA has comments or questions, the questions must be
answered to the satisfaction of the FDA before initial clinical testing can begin. In addition, the FDA may, at any time, impose a clinical hold on ongoing clinical trials. If the FDA imposes a
clinical hold, clinical trials cannot commence or recommence without FDA authorization and then only under terms authorized by the FDA. In some instances, the investigational new drug application
process can result in substantial delay and expense.

Clinical
trials involve the administration of the investigational new drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must be
conducted in compliance with federal regulations and requirements, under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria
to be evaluated. Each protocol involving testing on U.S. subjects must be submitted to the FDA as part of the investigational new drug application. The study protocol and informed consent information
for patients in clinical trials must be submitted to institutional review boards for approval.

Clinical
trials to support new drug applications for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In phase I, the initial
introduction of the drug into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics and pharmacological actions and safety, including side effects associated
with increasing doses. Phase II usually involves trials in a limited patient population, to determine dosage tolerance and optimum dosage, identify possible adverse effects and safety risks, and
provide preliminary support for the efficacy of the drug in the indication being studied.

If
a compound demonstrates evidence of effectiveness and an acceptable safety profile in phase II evaluations, phase III trials are undertaken to further evaluate clinical efficacy and
to further test for

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safety
within an expanded patient population, typically at geographically dispersed clinical trial sites. Phase I, phase II or phase III testing of any product candidates may not be completed
successfully within any specified time period, if at all.

After
successful completion of the required clinical testing, generally a new drug application is prepared and submitted to the FDA. FDA approval of the new drug application is required
before marketing of the product may begin in the United States. The new drug application must include the results of extensive clinical and other testing and a compilation of data relating to the
product's pharmacology, chemistry, manufacture, and controls. The cost of preparing and submitting a new drug application is substantial. Under Federal law, the submission of new drug applications are
additionally subject to substantial application user fees, currently exceeding $500,000, and the manufacturer and/or
sponsor under an approved new drug application are also subject to annual product and establishment user fees, currently exceeding $30,000 per product and $200,000 per establishment. These fees are
typically increased annually.

The
FDA has 60 days from its receipt of a new drug application to determine whether the application will be accepted for filing based on the agency's threshold determination that
the new drug application is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the FDA begins an in-depth review of the new drug application.
Under federal law, the FDA has agreed to certain performance goals in the review of new drug applications. Most such applications for non-priority drug products are reviewed within ten
months. The review process is often significantly extended by FDA requests for additional information or clarification regarding information already provided in the submission. The FDA may also refer
applications for novel drug products or drug products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts,
for review, evaluation and a recommendation as to whether the application should be approved. The FDA is not bound by the recommendation of an advisory committee.

If
FDA evaluations of the new drug application and the manufacturing facilities are favorable, the FDA may issue an approval letter, or, in some cases, an approvable letter followed by
an approval letter. An approvable letter generally contains a statement of specific conditions that must be met in order to secure final approval of the new drug application. If and when those
conditions have been met to the FDA's satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific prescribing
information for specific indications. As a condition of new drug application approval, the FDA may require post approval testing and surveillance to monitor the drug's safety or efficacy and may
impose other conditions, including labeling restrictions which can materially impact the potential market and profitability of the drug. Once granted, product approvals may be withdrawn if compliance
with regulatory standards is not maintained or problems are identified following initial marketing.

Once
the new drug application is approved, a product will be subject to certain post-approval requirements, including requirements for adverse event reporting and submission
of periodic reports. Additionally, the FDA also strictly regulates the promotional claims that may be made about prescription drug products. In particular, the FDA requires substantiation of any
claims of superiority of one product over another including, in many cases, requirements that such claims be proven by adequate and well controlled head-to-head clinical
trials. To the extent that market acceptance of our products may depend on their superiority over existing therapies, any restriction on our ability to advertise or otherwise promote claims of
superiority, or requirements to conduct additional expensive clinical trials to provide proof of such claims, could negatively effect the sales of our products and/or our costs.

If
the FDA's evaluation of the new drug application submission or manufacturing facilities is not favorable, the FDA may refuse to approve the new drug application or issue a not
approvable letter.

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The
not approvable letter outlines the deficiencies in the submission and often requires additional testing or information in order for the FDA to reconsider the application. Even with submission of
this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. With limited exceptions, FDA may withhold approval of a new drug
application regardless of prior advice it may have provided or commitments it may have made to the sponsor.

Once
a new drug application is approved, the product covered thereby becomes a "listed drug" which can, in turn, be cited by potential competitors in support of approval of an
abbreviated new drug application. An abbreviated new drug application provides for marketing of a drug product that has the same active ingredients in the same strengths and dosage form as the listed
drug and has been shown through bioequivalence testing to be therapeutically equivalent to the listed drug. There is no requirement, other than the requirement for bioequivalence testing, for an
abbreviated new drug application applicant to conduct or submit results of pre-clinical or clinical tests to prove the safety or effectiveness of its drug product. Drugs approved in this
way are commonly referred to as "generic equivalents" to the listed drug, are listed as such by the FDA, and can often be substituted by pharmacists under prescriptions written for the original listed
drug.

Federal
law provides for a period of three years of exclusivity following approval of a listed drug that contains previously approved active ingredients but is approved in a new dosage,
dosage form, route of administration or combination, or for a new use, the approval of which was required to be supported by new clinical trials conducted by or for the sponsor, during which such
three year period FDA cannot grant effective approval of an abbreviated new drug application based on that listed drug. Federal law also provides a period of five years following approval of a drug
containing no previously approved active ingredients, during which abbreviated new drug applications for generic versions of those drugs cannot be submitted unless the submission accompanies a
challenge to a listed patent, in which case the submission may be made four years following the original product approval. Additionally, in the event that the sponsor of the listed drug has properly
informed FDA of patents covering its listed drug, applicants submitting an abbreviated new drug application referencing that drug are required to certify whether they intend to market their generic
products prior to expiration of those patents. If an abbreviated new drug application applicant certifies that it believes one or more listed patents are invalid or not infringed, it is required to
provide notice of its filing to the new drug application sponsor and the patent holder. If the patent holder then initiates a suit for patent infringement against the abbreviated new drug application
sponsor within 45 days of receipt of the notice, FDA cannot grant effective approval of the abbreviated new drug application until either 30 months has passed or there has been a court
decision holding that the patents in question are invalid or not infringed. If the abbreviated new drug application applicant certifies that it does not intend to market its generic product before
some or all listed patents on the listed drug expire, then FDA cannot grant effective approval of the abbreviated new drug application until those patents expire. The first abbreviated new drug
applicant(s) submitting substantially complete applications certifying that listed patents for a particular product are invalid or not infringed may qualify for a period of 180 days after a
court decision of invalidity or non-infringement or after its begins marketing its product,
whichever occurs first, during which subsequently submitted abbreviated new drug applications cannot be granted effective approval.

From
time to time, including presently, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the approval, manufacturing
and marketing of drug products. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is
impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed, or what the impact of such changes, if any, may be.

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FDA Requirements for Medical Devices

Drugs that are incorporated into medical devices, such as drug-coated stents, are potentially subject to regulatory requirements applicable to medical
devices as well as those applicable to drugs. For review purposes, applications for approval of drug-coated stents have been assigned by FDA primarily to the FDA Center for Devices and
Radiological Health, which consults with the FDA Center for Drug Evaluation and Research on issues relating to the drug component of the product. The FDA has recently established an Office of
Combination Products within the office of the FDA Commissioner and has published revised regulations implementing statutory requirements directed at ensuring prompt and consistent regulation of
drug/device combination products. However, because of the limited experience with combination product review, the manner in which it may be modified and applied in the future to similar or different
types of products is unpredictable. This uncertainty, and the complexity inherent in the testing and review of combination drug/device products, may lead to significant delays and additional costs in
the process of developing and seeking approval to market such products.

Medical
devices are regulated by the FDA according to their classification. The FDA classifies a medical device into one of three categories based on the device's risk and what is known
about the device. The three categories are as follows:

Class I
devices are generally lower risk products for which sufficient information exists establishing that general regulatory controls provide reasonable assurance of safety and
effectiveness. Most class I devices are exempt from the requirement for premarket notification under section 510(k) of the Federal Food, Drug, and Cosmetic Act. FDA clearance of a
premarket notification is necessary prior to marketing a non-exempt class I device in the United States.

Class II
devices are devices for which general regulatory controls are insufficient to provide reasonable assurance of safety and effectiveness and for which there is sufficient
information to establish special controls, such as guidance documents or performance standards, to provide a reasonable assurance of safety and effectiveness. Clearance of 510(k) notification is
necessary prior to marketing a non-exempt class II device in the United States.

Class III
devices are devices for which there is insufficient information demonstrating that general and special controls will provide a reasonable assurance of safety and
effectiveness. Typical class III devices are life-sustaining, life-supporting or implantable devices, or devices posing substantial risk. Unless a device is a
preamendments device that is not subject to a regulation requiring a premarket approval application, the FDA generally must approve a premarket approval application prior to the marketing of a
class III device in the United States. Under current law and regulations, we expect that drug-coated stents will be treated as class III devices, to the extent that they are
regulated as devices, and that approval of a device premarket approval application will be required to obtain authorization to market such products.

The
premarket approval application process is expensive and uncertain and includes the imposition at the time of submission of significant device user fees. A premarket approval
application must be supported by valid scientific evidence, which typically includes extensive data, including preclinical data and clinical data from well-controlled or partially
controlled clinical trials, to demonstrate the safety and effectiveness of the device. Product and manufacturing and controls specifications and information must also be provided. The FDA may refuse
to accept a premarket approval application for filing and often will require additional clinical trial data or other information before approval. Obtaining approval can take several years and approval
may be conditioned on, among other things, the conduct of postmarket clinical studies or surveillance. Reduced device user fees also apply to most premarket approval supplements. Any subsequent change
to an approved device that affects the safety or effectiveness of the device will require approval of a supplemental premarket approval application. We cannot be sure that approval of a premarket
approval application or premarket approval application

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supplement
will be granted on a timely basis, if at all, or that the FDA's approval process will not involve costs and delays that will adversely affect our ability to commercialize our products. In
the case of a combination drug/device product such as a drug-coated stent, the need for consultation with drug reviewers and the potential application of drug standards as well as device
standards to different aspects of the product, its manufacturing process, and the associated FDA review processes may significantly increase the complexity, costs and potential delays involved in
obtaining marketing approval.

Whether
or not a product is required to be approved before marketing, we must comply with strict FDA requirements applicable to devices, including quality system requirements pertaining
to all aspects of our product design and manufacturing process, such as requirements for packaging, labeling, record keeping, including complaint files, and corrective and preventive action related to
product or process deficiencies. The FDA enforces its quality system requirements through periodic inspections of medical device manufacturing facilities. In addition, medical device reports must be
submitted to the FDA to
report device-related deaths or serious injuries, and malfunctions the recurrence of which would likely cause serious injury or death. Medical device reports can result in agency action such as
inspection, recalls, and patient/physician notifications, and are often the basis for agency enforcement actions. Because the reports are publicly available, they can also become the basis for private
tort suits, including class actions and unfavorable publicity.

As
with drugs, the promotion of medical devices is regulated by the FDA and violations of FDA policies and regulations with respect to promotional activities may result in significant
administrative and court sanctions.

Foreign Regulation of New Drug Compounds and Medical Devices

Approval of a product by comparable regulatory authorities may be necessary in foreign countries prior to the commencement of marketing of the product in those
countries, whether or not FDA approval has been obtained. The approval procedure varies among countries and can involve requirements for additional testing. The time required may differ from that
required for FDA approval. Although there are some procedures for unified filings for some European countries with the sponsorship of the country which first granted marketing approval, in general
each country has its own procedures and requirements, many of which are time consuming and expensive. Thus, there can be substantial delays in obtaining required approvals from foreign regulatory
authorities after the relevant applications are filed.

In
Europe, marketing authorizations may be submitted at a centralized, a decentralized or a national level. The centralized procedure is mandatory for the approval of biotechnology
products and provides for the grant of a single marketing authorization which is valid in all European Union member states. As of January 1995, a mutual recognition procedure is available at
the request of the applicant for all medicinal products which are not subject to the centralized procedure. We will choose the appropriate route of European regulatory filing to accomplish the most
rapid regulatory approvals. However, our chosen regulatory strategy may not secure regulatory approvals on a timely basis or at all.

Hazardous Materials

Our research and development processes involve the controlled use of hazardous materials, chemicals and radioactive materials and produce waste products. We are
subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. We do not expect the cost of
complying with these laws and regulations to be material.

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Factors That May Affect Future Results

You should carefully consider the following risk factors, in addition to other information included in this annual report, in evaluating NitroMed and our
business. If any of the following risks occur, our business, financial condition and operating results could be materially adversely affected.

Risks Relating to our Business

Because we have a history of losses and our future profitability is uncertain, our common stock is a highly speculative investment.

We have experienced significant operating losses since our inception in 1992. For the year ended December 31, 2003, we had a net loss of
$8.8 million. As of December 31, 2003, we had an accumulated deficit of approximately $106.8 million. We expect that we will continue to incur substantial losses and that our
cumulative losses will increase as our research, development and commercialization efforts expand. We expect that the losses that we incur will fluctuate from quarter to quarter and that these
fluctuations may be substantial. To date, we have not recorded any revenue from the sale of products and we will not be able to do so unless and until one of our products completes clinical trials and
receives regulatory approval. BiDil is our only product candidate that has advanced into clinical trials and we do not anticipate receiving revenues from BiDil until at least 2006, if ever. All of our
other product candidates are in research or pre-clinical development, will require significant additional testing prior to submission of any regulatory applications and, as such, are not
expected to be commercially available for many years, if at all.

A
large portion of our expenses is fixed, including expenses related to facilities, equipment and personnel. In addition, we expect to spend significant amounts to fund research,
development and commercialization of our product candidates and to enhance our core technologies. As a result, we expect that our operating expenses will continue to increase significantly in the near
term and, consequently, we will need to generate significant revenue to achieve profitability. We do not expect to achieve profitability until at least 2008 and may not achieve profitability until
after that date, if at all. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis. Our failure to become and remain profitable would depress the market price of our common stock and could impair our ability to raise capital, expand our business, diversify
our product offerings or continue our operations.

We will require substantial additional funds and if additional capital is not available we may need to limit, scale back or cease our operations.

We have used and will continue to require substantial funds to conduct research and development, including preclinical testing and clinical trials of our
potential products, and to manufacture and market any products that are approved for commercial sale. For example, we estimate that the total direct cost to complete our BiDil clinical trial will be
at least $39.0 million and that we will incur significant additional expenditures to conduct pre-clinical testing and any clinical trials of our nitric oxide-enhancing
COX-2 inhibitors, nitric-oxide stents and other early-stage development programs. Because their successful development is uncertain, we are unable to estimate the actual funds we will
require to complete research and development and commercialize our products under development. We believe that our existing cash and investment securities will be sufficient to support our current
operating plan for at least 24 months from the date of this report.

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However,
our future capital requirements and the period in which we expect our current cash to support our operations may vary from what we expect due to a number of factors, including
the following:



We
will be required to seek additional funding in the future and may do so through collaborative arrangements and public or private financings. Additional financing may not be available
to us on acceptable terms or at all. In addition, the terms of the financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing
equity securities, further dilution to our then-existing stockholders will result. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or
more of our research or development programs. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our
technologies, product candidates, or products which we would otherwise pursue on our own.

We are heavily dependent on obtaining regulatory approval for and successfully commercializing BiDil, our most advanced drug candidate.

Our research, development and management resources are primarily dedicated to our most advanced drug candidate, BiDil, which is not expected to be commercially
available until at least 2006, if at all. If we experience significant delays in completing our phase III confirmatory trial of BiDil, obtain unfavorable or only marginally favorable results from this
trial, or fail to achieve regulatory approval or market acceptance of BiDil, our near term ability to generate product revenue, our reputation and our ability to raise additional capital will be
materially impaired and the value of an investment in our stock will decline.

The application of our nitric oxide technology is unproven in humans and, as a result, we may not be able to successfully develop and commercialize any products based upon this
technology.

A key component of our strategy is to seek to improve existing medicines with our proprietary nitric oxide technology. Our product candidates include nitric oxide
enhancements of existing drugs. Thus, we are modifying compounds whose chemical and pharmacological profiles are well-documented and understood. However, each of our product candidates is
a new molecule with a chemical and pharmacological profile that differs from that of the existing drug. None of our product candidates has been sufficiently studied or tested for its chemical and
pharmacological properties to have been fully explored and documented. These compounds may not demonstrate in patients the chemical and pharmacological properties ascribed to them in laboratory
studies, and they may interact with human biological systems in unforeseen, ineffective or harmful ways. In addition, it is possible that existing drugs or newly-discovered drugs may not benefit from
the application of our nitric oxide technology. If

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we
are not able to successfully develop and commercialize drugs based upon our technological approaches we will not become profitable and the value of our stock will decline.

If our clinical trials for BiDil and any other product candidates we advance into clinical testing are not successful, we may not be able to successfully develop and
commercialize our products.

In order to obtain regulatory approvals for the commercial sale of our product candidates, we and our collaborators will be required to complete extensive
clinical trials in humans to demonstrate the safety and efficacy of our product candidates. We may not be able to obtain authority from the FDA or other regulatory agencies to commence or complete
these clinical trials. If permitted, such clinical testing may not prove that our drug candidates are safe and effective to the extent necessary to permit us to obtain
marketing approvals from regulatory authorities. Moreover, positive results demonstrated in preclinical studies and clinical trials that we complete may not be indicative of results obtained in future
clinical trials. Furthermore, we, one of our collaborators, institutional review boards, or regulatory agencies may suspend clinical trials at any time if it is believed that the subjects or patients
participating in such trials are being exposed to unacceptable health risks. Adverse or inconclusive clinical trial results concerning any of our drug candidates could require us to conduct additional
clinical trials, result in increased costs and significantly delay the filing for marketing approval for such drug candidates with the FDA or result in a filing for a narrower indication.

The
successful completion of our BiDil trial will depend on, among other things, the rate of patient enrollment. Patient enrollment is a function of many factors, including the size of
the patient population, the nature of the clinical protocol, the availability of alternative treatments, the proximity of patients to clinical sites and the eligibility criteria for the study. We have
experienced decreasing patient enrollment in our BiDil trial over time primarily due to the patient eligibility criteria and having exhausted the available pool of potential patients at our clinical
sites. As a result, we have revised the patient eligibility criteria and increased the number of clinical sites in an attempt to maintain enrollment levels. Despite these changes, we may be unable to
enroll the number of patients we need to complete the trial on a timely basis. Delays in planned patient enrollment for the trial may cause us to incur increased costs and delay commercialization.

Our
BiDil trial is the first clinical trial of BiDil in the specific drug combination and formulation that we intend to commercialize. We did not conduct the prior clinical trials
involving the two generic drugs that comprise the BiDil composition, which were conducted in the 1980s and were not specifically designed to study the safety or efficacy of the therapeutic for African
Americans. These prior trials generated the data that served as the basis for the original new drug application for BiDil filed by Medco Research, now King Pharmaceuticals, a third-party
pharmaceutical company with whom we have no relationship. Medco received a non-approvable letter from the FDA with respect to its new drug application in 1997. After
re-analysis of this data and extensive discussions with the FDA, in 1999 we acquired the new drug application from Dr. Jay Cohn, Professor of the Department of Medicine at the
University of Minnesota, who had acquired the new drug application from Medco Research. The data generated in these prior trials also served as the basis for our amendment to that new drug application
and the FDA's resulting request for a confirmatory trial. In the trial, we are studying the use of BiDil as a supplement to current standard-of-care medicines, whereas in prior
clinical trials the combination of drugs contained in BiDil was studied as a substitute for an approved therapeutic. As a result, we have limited clinical experience with BiDil in the drug combination
and for the specific indication for which we intend to seek marketing approval.

The
FDA deemed the original new drug application filed by Medco Research seeking approval for use of BiDil in the general heart failure population, non-approvable because the
data did not show a statistically significant benefit in that population. In 2001, the FDA issued us a letter stating that, in addition to the data in African American heart failure patients already
submitted to the agency, a clearly positive trial in African Americans with heart failure would, together with the satisfaction of

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other
conditions, including its approval of our manufacturing process and marketing materials, provide a basis for approval of BiDil. This letter from the FDA was not an "approvable" letter, which
would generally be issued by the FDA if an application is deemed to substantially meet the FDA's requirements and the FDA believes that the application can be approved if specific additional
information is submitted or specific conditions are agreed to by the applicant. Because the letter we receive is not an "approvable" letter, the FDA retains broad discretion in determining whether to
ultimately approve BiDil.

We
rely on academic institutions or clinical research organizations to supervise or monitor some or all aspects of our BiDil trial and we expect to rely on academic institutions and
clinical research organizations for other product candidates we advance into clinical testing. Accordingly, we have less control over the timing and other aspects of these clinical trials than if we
conducted them entirely on our own.

As
a result of these factors, we or third parties on whom we rely may not successfully begin or complete our clinical trials in the time periods we have forecasted, if at all. Moreover,
if we incur costs and delays in our programs or if we do not successfully develop and commercialize our products, our stock price could decline.

If we and our partners do not obtain and maintain the regulatory approvals required to market and sell BiDil and our other products under development, then our business will be
unsuccessful and the market price of our stock will substantially decline.

We and our partners will not be able to market any of our products in the United States, Europe or in any other country without marketing approval from the FDA or
equivalent foreign regulatory agency. The regulatory process to obtain market approval for a new drug or medical device takes many years and requires expenditures of substantial resources. We have had
only limited experience in preparing applications and obtaining regulatory approvals.

We
are seeking regulatory approval of our lead drug candidate, BiDil, for the treatment of heart failure in African Americans, based upon a confirmatory clinical trial performed
exclusively on subjects who are self-identified as African American. To our knowledge, the FDA has never approved
a drug product for use particularly in an ethnic population. The FDA's receptiveness to drugs that are approved and marketed on the basis of different ethnicity-based therapeutic outcomes is untested
and we believe may be adversely affected by contrary scientific or public health evidence or political or legal factors. For example, scientific evidence could emerge that suggests that there is no
physiological basis to support pharmaceutical development of drugs based upon ethnicity. Moreover, others may express the view that ethnicity is only a sociological concept and, accordingly, there is
not a valid basis for the commercialization of medicines based on ethnicity. These factors may impede or prevent us from obtaining FDA approval of BiDil even if the data from our BiDil trial is
positive.

If
we do not receive required regulatory approval or clearance to market BiDil or any of our other products under development, we will not be able to develop and commercialize these
products, which will affect our ability to achieve profitability, and will cause the value of our common stock to substantially decline.

Even if we receive regulatory approval to market our product candidates, the market may not be receptive to BiDil or our other product candidates upon their commercial
introduction, which will prevent us from being profitable.

BiDil and the other product candidates that we are developing are based upon new technologies or therapeutic approaches. In addition, we plan to market BiDil only
in the U.S. Key participants in the U.S. pharmaceutical marketplace, such as physicians, payors and consumers, may not accept a product intended to improve therapeutic results based on ethnicity. As a
result, it may be more difficult for us to convince the medical community and third-party payors to accept and use our products.

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Other
factors that we believe will materially affect market acceptance of BiDil and our other product candidates under development include:



If we or our third party manufacturers or service providers fail to comply with regulatory laws and regulations, we or they could be subject to enforcement actions, which could
affect our ability to market and sell our products and may harm our reputation.

If we or our third party manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations, we could be subject to
enforcement actions, which could affect our ability to develop, market and sell our products successfully and could harm our reputation and lead to less acceptance of our products by the market. These
enforcement actions include:



We depend on Merck and Boston Scientific, and expect to depend on additional collaborative partners in the future, for a significant portion of our revenues and to develop,
conduct clinical trials with, obtain regulatory approvals for, and manufacture, market and sell some of our products under development, and these collaborations may not be successful.

We are relying on Merck to fund the development of and to commercialize products based upon our nitric oxide-enhancing COX-2 inhibitor technologies,
and we are relying on Boston Scientific to fund the development of and to commercialize nitric oxide-enhancing stents using our technology to treat the re-closure of arteries, or
restenosis, following balloon angioplasty, a treatment to widen blocked arteries. All of our $12.8 million of revenues for 2003 were derived from licensing, research and development and
milestone payments paid to us by Merck and Boston Scientific. Our agreements with Merck and Boston Scientific, which provide research and development funding for certain of our lead programs,
generally are terminable upon short notice by the collaborator and additional payments due to us under the collaboration agreements are generally based on the achievement of specific development and
commercialization milestones that may not be met. These collaborations also entitle us to royalty payments that are based on the sales of products developed and marketed through the collaboration.
These future royalty payments may not materialize or be less than expected if the related products are not successfully developed or marketed, or if we or our collaborators are forced to license
intellectual property from third parties. Accordingly, we cannot predict with certainty when, if ever,

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either
of these collaborations will continue to generate revenues for us. The loss of either of these large collaborations would likely significantly decrease our near term revenues and future
prospects. We intend to enter into collaborative agreements with other parties in the future relating to other product candidates and we are likely to have similar risks with regard to any such future
collaborations.

In
addition, our existing collaborations and any future collaborative arrangements that we seek to enter into with third parties may not be scientifically or commercially successful.
Factors that may affect the success of our collaborations include the following:



We have no sales and marketing experience and may depend significantly on third parties who may not successfully commercialize our products.

We have no sales, marketing and distribution experience. We intend to independently launch and market BiDil and certain other products not already subject to
marketing agreements where we believe the target physician market can be effectively reached by the internal sales force we intend to establish. To develop an internal sales, distribution and
marketing capability, we will have to invest significant amounts of money and management resources. We plan to minimize these expenditures prior to obtaining the results of our BiDil trial, but this
may provide us insufficient time to build our sales and marketing capabilities in advance of BiDil's launch. If we develop these capabilities and approval of BiDil is delayed substantially, or BiDil
is not approved, we will have incurred significant unrecoverable expenses.

For
products where we decide to perform sales, marketing and distribution functions ourselves, we could face a number of additional risks, including:



For
product candidates with larger target physician markets, we plan to rely significantly on sales, marketing and distribution arrangements with third parties. For example, we plan to
rely on our existing collaborative partners for the commercialization of nitric oxide-enhancing COX-2 inhibitors and stents coated with nitric oxide-releasing compounds. We may have to
enter into additional marketing arrangements in the future and we may not be able to enter into these arrangements on terms which are favorable to us, if at all. In addition, we may have limited or no
control over the sales, marketing and distribution activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties.

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We have limited manufacturing experience and resources and we must incur significant costs to develop this expertise or rely on third parties to manufacture our products.

We have no manufacturing experience. In order to continue to develop products, apply for regulatory approvals, and commercialize our products, we will need to
develop, contract for, or otherwise arrange for the necessary manufacturing capabilities. We currently rely on third parties for the production of certain of our products, including BiDil, for
preclinical and clinical testing purposes and we expect to continue to do so in the future. Only a limited number of manufacturers can supply nitric oxide-based medicines, and we have not secured a
long-term commercial supply arrangement for any of our product candidates, including BiDil. The manufacturing process for any of our products is an element of the FDA approval process and
we will need to contract with manufacturers who can meet the FDA requirements on an ongoing basis. As part of obtaining regulatory approval for BiDil, we will
need to engage a commercial manufacturer that will be required, among other things, to produce validation batches of the drug consistent with regulatory approval requirements. To the extent we enter
into manufacturing arrangements with third parties, we will be dependent upon these third parties to perform their obligations in a timely manner and in accordance with applicable government
regulations. In addition, if we receive the necessary regulatory approval for our products, we also expect to rely on third parties, including our collaborative partners, to produce materials required
for commercial production. We may experience difficulty in obtaining adequate manufacturing capacity for our needs. If we are unable to obtain or maintain contract manufacturing of these products, or
to do so on commercially reasonable terms, we may not be able to successfully develop and commercialize our products.

To
the extent that we enter into manufacturing arrangements with third parties, we will be dependent upon these third parties to perform their obligations in a timely manner and
consistent with regulatory requirements. If third-party manufacturers with whom we contract fail to perform their obligations, we may be adversely affected in a number of ways, including:



Our patent protection for BiDil, which is a combination of two generic drugs, is limited and we may be subject to generic substitution or competition and resulting pricing
pressure.

We have no composition of matter patent covering our lead product candidate, BiDil, which we intend to market for the treatment of heart failure in African
Americans. BiDil is a combination of two generic drugs, isosorbide dinitrate and hydralazine, which are approved and separately marketed, in dosages similar to those we include in BiDil, for
indications other than heart failure, at prices below the prices we expect to charge for BiDil. We have two issued
method-of-use patents covering, respectively, the use of the combination of isosorbide dinitrate and hydralazine to reduce the incidence of mortality associated with chronic
congestive heart failure, expiring in 2007, and to treat heart failure in African Americans, expiring in 2020. As a practical matter, we may not be able to enforce these
method-of-use patents to prevent physicians from prescribing isosorbide dinitrate and hydralazine for the treatment of heart failure in African Americans, even though neither
drug is approved for such use.

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Other factors may also adversely affect our patent protection for BiDil. The combination therapy of isosorbide dinitrate and hydralazine for use in heart failure was developed through
lengthy, publicly-sponsored clinical trials conducted during the 1980s, prior to the filing of the patent application that resulted in the 2007 patent. The U.S. patent office considered published
reports on these clinical trials and concluded that they did not constitute prior art that would prevent the issuance of the 2007 patent. The U.S. patent office also considered the question of whether
the 2007 patent constituted prior art with respect to the 2020 patent, but determined that the claims of the 2020 patent were non-obvious and patentable. A court considering the validity
of the 2007 or 2020 patents with respect to questions of prior art might be presented with other alleged prior art or might reach conclusions different from those reached by the patent office. If the
2007 or 2020 patents were to be invalidated or if physicians were to prescribe isosorbide dinitrate and hydralazine rather than BiDil for heart failure in African Americans, our BiDil revenue could be
significantly reduced, we could fail to recover the cost of developing BiDil and BiDil might not be a viable product.

If we are not able to obtain and enforce patent protection for our discoveries, our ability to develop and commercialize our product candidates will be harmed and we may not be
able to operate our business profitably.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop under the patent and other intellectual property laws
of the United States and other countries, so that we can prevent others from using our inventions and proprietary information. Because certain United States patent applications are confidential until
patents issue, such as applications filed prior to November 29, 2000, or applications filed after such date which will not be filed in foreign countries, third parties may have filed patent
applications for technology covered by our pending patent applications without our being aware of those applications, and our patent applications may not have priority over any patent applications of
others.

Our
strategy depends on our ability to rapidly identify and seek patent protection for our discoveries. This process is expensive and time consuming, and we may not be able to file and
prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain
and use information that we regard as proprietary. The mere issuance of a patent does not guarantee that it is valid or enforceable, so even if we obtain patents, they may not be valid or enforceable
against third parties.

The
issued patents and patent applications for our drug development candidates and nitric oxide technology include claims with respect to both the composition of specific drugs or
compounds and
specific methods of using these drugs or compounds in therapeutic areas. In some cases, like BiDil, our only patent protection is with respect to the method of using a drug or compound and we do not
have patent claims covering the underlying composition of the drug or compound. Method-of-use patents may provide less protection for our product candidates because it may be
more difficult to prove direct infringement against a pharmaceutical manufacturer or distributor. In addition, if any other company markets a drug that we expect to market under the protection of a
method-of-use patent, physicians will be able to prescribe that drug for use in the indication for which we have obtained approval, even though the drug is not approved for
such indication. As a practical matter, we may not be able to enforce our method-of-use patents against physicians prescribing drugs for such off-label use.
Off-label use and any resulting off-label sales could make it more difficult to obtain the price we would otherwise wish to achieve for, or to successfully commercialize, our
product. In addition, where we have only method-of-use patent coverage for a product candidate, it may be more difficult to find a pharmaceutical company partner to license or
support development of our product candidate.

Our
pending patent applications may not result in issued patents. The patent position of pharmaceutical or biotechnology companies, including ours, is generally uncertain and involves
complex

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legal
and factual considerations. The standards which the U.S. Patent and Trademark Office and its foreign counterparts use to grant patents are not always applied predictably or uniformly and can
change. There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly, we do not know the
degree of future protection for our proprietary rights or the breadth of claims allowed in any patents issued to us or to others.

We
also rely on trade secrets, know-how and technology, which are not protected by patents, to maintain our competitive position. If any trade secret, know-how or
other technology not protected by a patent were to be disclosed to or independently developed by a competitor, our business and financial condition could be materially adversely affected.

If we become involved in patent litigation or other proceedings to enforce our patent rights, we could incur substantial costs and expenses, substantial liability for damages
or be required to stop our product development and commercialization efforts.

A third party may sue us for infringing on its patent rights. Likewise, we may need to resort to litigation to enforce a patent issued to us or to determine the
scope and validity of third party proprietary rights. For example, the cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could
be substantial, and the litigation would
divert our management's efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources.
In addition, our strategy of providing nitric oxide-enhancing versions of existing medicines could lead to more patent litigation as the markets for these existing medicines are very large and
competitive. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations.

For
example, we have filed an opposition in the European Patent Office, or EPO, to revoke NicOx S.A.'s European Patent No. 904 110, which we refer to as EP '110. This patent is
directed to the use of organic compounds containing a nitrate group or inorganic compounds containing a nitric oxide group to reduce the toxicity caused by certain drugs, including
non-steroidal anti-inflammatory drugs, or NSAIDs. The basis for our opposition, in part, is that the claims in EP '110 are anticipated and therefore invalid if they are
construed to cover a single compound chemically linked to a nitrate. While we believe that the claims in EP '110 will be invalidated, or be narrowed, we cannot predict with certainty the outcome of
the opposition. If the EPO finds that there are valid claims in EP '110 that cover compounds chemically linked to nitrates, we may be adversely affected in our ability to market our product candidates
for reducing gastrointestinal toxicity without first obtaining a license from NicOx, which may not be available on favorable terms, if at all. We do not know whether NicOx has filed claims of similar
scope to the EP '110 patent in the U.S.

If
any parties should successfully claim that our creation or use of proprietary technologies infringes upon their intellectual property rights, we might be forced to pay damages,
potentially including treble damages, if we are found to have willfully infringed on such parties' patent rights. In addition to any damages we might have to pay, a court could require us to stop the
infringing activity or obtain a license on unfavorable terms. Moreover, any legal action against us or our partners claiming damages and seeking to enjoin commercial activities relating to the
affected products and processes could, in addition to subjecting us to potential liability for damages, require us or our partners to obtain a license in order to continue to manufacture or market the
affected products and processes. Any license required under any patent may not be made available on commercially-acceptable terms, if at all. In addition, some licenses may be
non-exclusive, and therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or are unable to design around a patent, we may
be unable to effectively market some of our technology and products, which could limit our ability to generate revenues or achieve profitability and

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possibly
prevent us from generating revenue sufficient to sustain our operations. In addition, a number of our collaborations provide that royalties payable to us for licenses to our intellectual
property may be offset by amounts paid by our collaboration partners to third parties who have competing or superior intellectual property positions in the relevant fields, which could result in
significant reductions in our revenues from products developed through collaborations.

We in-license a significant portion of our principal proprietary technologies and if we fail to comply with our obligations under any of the related agreements, we
could lose license rights that are necessary to developing BiDil and our other product candidates.

We are a party to a number of licenses that give us rights to third party intellectual property that is necessary for our business. In particular, we have
obtained the exclusive right to develop and commercialize BiDil pursuant to a license agreement with Dr. Jay N. Cohn, and some of our intellectual property rights relating to nitric oxide
compounds have been obtained pursuant to license agreements with the Brigham and Women's Hospital and Boston University. We expect to enter into additional licenses in the future. These licenses
impose various development, commercialization, funding, royalty, diligence, and other obligations on us. If we breach these obligations, the licensor may have the right to terminate the license or
render the license non-exclusive, which would result in us being unable to develop, manufacture and sell products that are covered by the licensed technology.

We face significant competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.

The pharmaceutical and medical device industries are highly competitive and characterized by rapid and significant technological change. Our principal competitors
in the markets we have targeted, such as cardiovascular disease and inflammation, are large, multinational pharmaceutical and medical device companies that have substantially greater financial and
other resources than we do and are conducting extensive research and development activities on technologies and products similar to or competitive with ours. Moreover, there are a number of companies
currently marketing and selling products to treat heart failure in the general population that will compete with BiDil, if it is approved. These include GlaxoSmithKline, plc, which currently markets
Coreg; Merck & Co., Inc., which currently markets Vasotec; Pfizer Inc., which currently markets Inspra; and Astra Zeneca, plc, which currently markets Tropol XL. We also face
competition from other pharmaceutical companies seeking to develop drugs using nitric oxide technology. For example, we are aware of at least four companies working in the area of nitric-oxide based
therapeutics. These companies are GB Therapeutics, of Ontario, Canada, which we believe is in early stage preclinical development of nitrate medicines for Alzheimer's disease, Parkinson's disease and
dementia; NicOx S.A., a French company, which we believe is engaged in the research and development of nitric-oxide releasing derivatives of existing drug classes; OxoN Medica, of California, which we
believe is in preclinical development of drug targets for diseases resulting from dysfunction of the endothelial cells that line the inside of blood vessel walls; and Vasopharm BIOTECH GmbH, of
Germany, which we believe is focused on disease mechanisms involving nitric oxide signaling pathways within the vascular wall.

Many
of our competitors are more experienced than we are in drug development and commercialization, obtaining regulatory approvals and product marketing and manufacturing. As a result,
our competitors may develop and commercialize pharmaceutical products before we do. In addition, our competitors may develop and commercialize products which render our products obsolete or
non-competitive.

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We may be exposed to product liability claims and may not be able to obtain or maintain adequate product liability insurance.

Our business exposes us to the risk of product liability claims that is inherent in the manufacturing, testing, and marketing of human therapeutic products. Our
clinical trial liability insurance is subject to deductibles and coverage limitations. We do not currently have any commercial product liability insurance. We may not be able to obtain or maintain
insurance on acceptable terms or at all. Moreover, any insurance that we do obtain may not provide adequate protection against potential liabilities.

Risks Relating to Our Common Stock

Our stock price is subject to fluctuation, which may cause an investment in our stock to suffer a decline in value.

The market price of our common stock may fluctuate significantly in response to factors which are beyond our control. The stock market in general has recently
experienced extreme price and volume fluctuations. The market prices of securities of pharmaceutical, biotechnology and other life sciences companies have been extremely volatile, and have experienced
fluctuations that often have been unrelated or disproportionate to the operating performance of these companies. For example, our stock price could be adversely affected if drugs developed by others
that utilize nitric oxide technology are not successful in clinical testing, fail to achieve regulatory approval or are not accepted in the marketplace, even though these failures may not be related
to our product candidates or technology. These broad market fluctuations could result in extreme fluctuations in the price of our common stock, which could cause a decline in the value of our common
stock.

We may incur significant costs from class action litigation due to our expected stock volatility.

Our stock price may fluctuate for many reasons, including as a result of public announcements regarding the progress of our development and marketing efforts, the
addition or departure of key personnel, variations in our quarterly operating results and changes in market valuations of pharmaceutical, biotechnology or other life science companies. Recently, when
the market price of a stock has been volatile as our stock price may be, holders of that stock have occasionally brought securities class action litigation against the company that issued the stock.
If any of our stockholders were to bring a lawsuit of this type against us, even if the lawsuit is without merit, we could incur substantial costs defending the lawsuit. A stockholder lawsuit could
also divert the time and attention of our management.

Insiders have substantial control over us and could delay or prevent a change in corporate control.

As of December 31, 2003, our directors, executive officers and principal stockholders, together with their affiliates, beneficially own, in the aggregate,
approximately 64% of our outstanding common stock. As a result, these stockholders, if acting together, will have the ability to determine the outcome of matters submitted to our stockholders for
approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these persons, if acting together, will have the
ability to control the management and affairs of our company. Accordingly, this concentration of ownership may harm the market price of our common stock by:



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Provisions in our charter documents and under Delaware law may prevent or frustrate attempts by stockholders to change current management and hinder efforts to acquire a
controlling interest in us.

Provisions of our restated certificate of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that
stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions may prevent or frustrate attempts by stockholders to
replace or remove our current management. These provisions include:



In
addition, Section 203 of the Delaware General Corporation Law prohibits a publicly-held Delaware corporation from engaging in a business combination with an
interested stockholder, generally a person which together with its affiliates owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a
change in control of our company.

ITEM 2. PROPERTIES

We lease a facility that contains approximately 40,000 square feet of laboratory and office space in Bedford, Massachusetts. The lease has a term ending in
September 2004. On January 30, 2004 we entered into a lease for approximately 52,000 square feet of laboratory and office space at 125 Spring Street, Lexington, Massachusetts. The lease
is for a term of ten years with options that permit renewals for additional 5 year periods. We expect to move our principal offices and laboratories to the Lexington, Massachusetts facility in
the third quarter of 2004.

ITEM 3. LEGAL PROCEEDINGS

We are currently not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The information set forth under Item 5 (Other Information) of Part II of our Quarterly Report on Form 10-Q for the period ended
September 30, 2003 (file no. 000-50439) is incorporated herein by reference.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)    Market Price of and Dividends on NitroMed's Common Stock and Related Stockholder Matters.

Our
common stock began trading on the Nasdaq National Market under the symbol "NTMD" on November 6, 2003. The following table sets forth, for the period indicated, the high and
low sales closing prices of our common stock on the Nasdaq National Market.

Year ended December 31, 2003

High

LowFourth Quarter (from November 6 to December 31)

$
11.55

$
6.90


On
March 19, 2004, the closing price per share of our common stock was $8.34, as reported on the Nasdaq National Market, and we had approximately 44 stockholders of record.

We
have never paid or declared any cash dividends on our common stock. We currently intend to retain earnings, if any, to finance the growth and development of our business and we do not
expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors.



During the quarterly period ended December 31, 2003, we issued and sold an aggregate of 162,790 shares of our common stock to employees, consultants and
directors pursuant to exercises of options under our 1993 Stock Incentive Plan at a weighted-average exercise price of $0.57 per share. The securities issued in the foregoing transaction were offered
and sold in reliance on exemptions from registration set forth in Sections 3(b) and 4(2) of the Securities Act or regulations promulgated thereunder, relating to sales by an issuer not involving any
public offering, or an exemption from registration under Rule 701 promulgated under the Securities Act. No underwriters or placement agents were involved in the foregoing issuances and sales.



On November 10, 2003, we completed an initial public offering of 6,000,000 shares of our common stock at a price to the public of $11.00 per share. The
offer and sale of all of the shares in the initial public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1
(File No. 333-108104), which was declared effective by the Securities and Exchange Commission on November 5, 2003. Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and Pacific Growth Equities were the managing underwriters of the initial public offering. The offering commenced on November 5, 2003 and did not terminate until after
the sale of all of the securities registered in the Registration Statement. As part of the initial public offering, we granted these underwriters an over-allotment option to purchase up to
an additional
900,000 shares of our common stock from us. The underwriters did not exercise the over-allotment option. There were no selling stockholders in the offering.

The
aggregate price of the offering amount registered on our behalf was $66.0 million. In connection with the offering, we paid approximately $4.6 million in underwriting
discounts and commissions to the underwriters and incurred an estimated $1.3 million in other offering expenses. None of the underwriting discounts and commissions or offering expenses were
incurred or paid to directors or officers of ours or their associates or to persons owning 10 percent or more of our common stock or to any affiliates of ours. After deducting the underwriting
discounts and commissions and offering expenses, we received net proceeds from the offering of approximately $60.1 million. As of December 31, 2003, we had approximately
$60.1 million of proceeds remaining from the offering, and pending use of the proceeds, we have invested these funds in short-term, interest-bearing, investment-grade securities.

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ITEM 6. SELECTED FINANCIAL DATA

You should read carefully the financial statements included in this report, including the notes to the financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The selected financial data in this section are not intended to replace the financial statements.

We
derived the statement of operations data for the years ended December 31, 2003, 2002 and 2001 and the balance sheet data as of December 31, 2003 and 2002 from our
audited financial statements, which are included elsewhere in this report. We derived the statement of operations data for the years ended December 31, 2000 and 1999 and the balance sheet data
as of December 31, 2001, 2000 and 1999 from our audited financial statements which are not included herein. Historical results are not necessarily indicative of future results. See the notes to
the financial statements for an explanation of the method used to determine the number of shares used in computing basic and diluted net loss per common share.

|                                                                                                     |                            | Year Ended December 31, |        
|---------------------------------------------------------------------------------------------------- | -------------------------- | ----------------------- | -------
|
|
|Statement of Operations Data:                                                                        |                            |                         |        
|Revenue                                                                                              |                            | $                       | 12,775 
|Operating expenses:                                                                                  |                            |                         |        
|                                                                                                     | Research and development   |                         |        
|                                                                                                     | General and administrative |                         |        
|                                                                                                     |                            |                         |        
|Total costs and expenses                                                                             |                            |                         | 22,021 
|                                                                                                     |                            |                         |        
|Loss from operations                                                                                 |                            |                         | (9,246 
|Other income, net                                                                                    |                            |                         | 477    
|                                                                                                     |                            |                         |        
|Net loss                                                                                             |                            |                         | (8,769 
|Deemed dividends related to beneficial conversion features of redeemable convertible preferred stock |                            |                         | (19,357
|Accretion of dividends and redemption value                                                          |                            |                         | (2,794 
|                                                                                                     |                            |                         |        
|Net loss attributable to common stockholders                                                         |                            | $                       | (30,920
|                                                                                                     |                            |                         |        
|Net loss per common share:                                                                           |                            |                         |        
|Basic and diluted                                                                                    |                            | $                       | (6.95  
|Weighted average basic and diluted common shares outstanding                                         |                            |                         | 4,447  

|                                                 |  | As of December 31, |         
|------------------------------------------------ |  | ------------------ | --------
|
|Balance Sheet Data:                              |  |                    |         
|Cash, cash equivalents and marketable securities |  | $                  | 97,088  
|Working capital                                  |  |                    | 87,938  
|Total assets                                     |  |                    | 99,170  
|Long-term debt                                   |  |                    |        
|Redeemable convertible preferred stock           |  |                    |        
|Accumulated deficit                              |  |                    | (106,846
|Total stockholders' equity (deficit)             |  | $                  | 81,799  

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are an emerging pharmaceutical company that discovers, develops and seeks to commercialize proprietary pharmaceuticals. We have devoted substantially all of
our efforts towards the research and development of our product candidates. Since our inception, we have had no revenue from product sales and have funded our operations through the sale of equity
securities, debt financings, license fees, research and development funding and milestone payments from our collaborative partners. We have never been profitable and have incurred an accumulated
deficit of $106.8 million as of December 31, 2003.

We
expect to incur significant operating losses for the next several years. Research, development and commercialization expenses relating to our product candidates and to enhancing our
core technologies will continue to increase in the near term and may vary significantly from our current estimates. In particular, we expect to incur increased costs as we complete our phase III
confirmatory trial of BiDil and seek regulatory approval for BiDil. General and administrative costs will increase as we prepare for the planned commercialization of BiDil and as we begin operating as
a public company. We expect to incur operating expenses in a range of approximately $28.0 million to $33.0 million for the fiscal year ended December 31, 2004. We will need to
generate significant revenues to achieve profitability. We do not expect to achieve profitability until at least 2008 and may not achieve profitability until after that date, if at all.

Financial Operations Overview

Revenue.We have not generated any revenue from product sales since our inception and do not expect to generate any revenue
from the sale of products until at least 2006. All of our revenue to date has been derived from license fees, research and development payments and milestone payments we received from our corporate
collaborators. We expect to generate revenue from our corporate collaborators in a range of approximately $8.0 million to $10.0 million for the fiscal year ended December 31,
2004. In future years, we will seek to generate revenue from a combination of product sales, up-front fees and milestone payments in connection with collaborative or strategic
relationships, and royalties resulting from the license of our intellectual property. We expect that any revenue we generate will fluctuate from quarter to quarter as a result of the timing and amount
of research and development, milestone and other payments received under our collaborative or strategic relationships and related continuing obligations, and the amount and timing of payments we
receive upon the sale of our products, to the extent any are successfully commercialized.

Research and Development.Research and development expense consists of expenses incurred in identifying, developing and
testing product candidates. These expenses consist primarily of salaries and related expenses for personnel, fees paid to professional service providers for independent monitoring and analysis of our
clinical trials, costs of contract research and manufacturing, costs of facilities and the legal costs of pursuing patent protection of our intellectual property. We expense research and development
costs, including patent-related costs, as incurred.

The
following summarizes our primary research and development programs. We have not provided program costs since inception because prior to 2000 we did not track and accumulate cost
information by research program.



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General and Administrative.General and administrative expense consists primarily of salaries and other related costs for
personnel in executive, finance, accounting, business development and human resource functions. Other costs include facility costs not otherwise included in research and development expense and
professional fees for legal and accounting services.

As
a result of the completion of our initial public offering on November 10, 2003, we anticipate increases in general and administrative expense for investor relations and other
activities associated with operating as a publicly-traded company. These increases will also likely include the hiring of additional personnel. We intend to continue to incur increased internal and
external business development costs to support our various product development efforts, which can vary from period to period. We do not anticipate incurring significant costs to support the expected
commercial introduction of BiDil until the second half of 2004.

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Other Income, Net.Other income includes interest earned on our cash, cash equivalents and marketable securities, as well as
rental income from a sublease of a portion of our facilities. Other income is net of interest expense.

Merck Collaboration.In December 2002, we entered into an exclusive, worldwide research, collaboration and licensing
agreement that granted Merck marketing and sales rights for nitric oxide-enhancing COX-2 inhibitors. The research portion of the agreement is for three years and can be extended by mutual
agreement. In 2003, we have received an upfront non-refundable license payment of $10.0 million and two payments, each of $5.0 million, for achieving the first two milestones. The
license fee revenue and the revenue from the first $5.0 million milestone payment are being recognized over the remaining life of the research and development program, which ends
December 31, 2005. The revenue from the second $5.0 million payment has been recognized in the fourth quarter of 2003, the period in which Merck achieved the milestone. We received
$3.0 million in research and development fees from Merck during 2003, all of which has been recognized as revenue for the year ended December 31, 2003. We expect to receive additional
research and development funding through 2005 and milestone payments upon the successful achievement of specified research objectives and royalties on any product sales.

Boston Scientific Collaboration.In November 2001, we entered into a development and license agreement with Boston
Scientific to develop stents coated with nitric oxide-releasing compounds. We have granted Boston Scientific an exclusive worldwide license to develop and commercialize products for restenosis
incorporating two nitric oxide-releasing compounds. In consideration of this license, Boston Scientific made an upfront non-refundable license payment of $1.5 million, which is
being recognized over the estimated time period of our contractual obligation to provide research and development services. In the event that specified research, development and commercialization
milestones are achieved, Boston Scientific is obligated to make milestone payments to us. Boston Scientific is also obligated to pay royalties to us on the sale of any products resulting from the
collaboration. In December 2003, we entered into an extension to the agreement that continues the research and development collaboration through December 2005 and we received an
additional $3.0 million. Boston Scientific made a $3.5 million investment in our series F junior redeemable convertible preferred stock in 2001 and made an additional $500,000
investment in our series E redeemable convertible preferred stock in August 2003.

Results of Operations

Years Ended December 31, 2003, 2002 and 2001

Revenue.Revenue for the year ended December 31, 2003 was $12.8 million, compared to $750,000 in 2002 and
$250,000 in 2001. The $12.0 million, or 1603% increase in revenue in 2003 compared to 2002 is attributable to our collaboration agreement with Merck, which we entered into in
December 2002. During 2003 we received $15.0 million of payments from Merck that have been deferred and are being recognized as revenue ratably over the contractual research and
development term. In addition we recognized revenue for a $5.0 million milestone when Merck advanced a lead nitric-oxide enhancing COX-2 inhibitor into human testing and
$3.0 million of research and development funding. The $500,000, or 200% increase in revenue in 2002 compared to 2001 was attributable to our research agreement with Boston Scientific, which we
entered into in November 2001.

Research and Development.Research and development expense for the year ended December 31, 2003 was
$18.9 million, compared to $16.1 million in 2002 and $10.2 million in 2001. The $2.8 million, or 17% increase in research and development expenses in 2003 compared with
2002, is primarily the result of an additional $1.2 million of expenses associated with the BiDil trial, reflecting the addition of new sites and additional patients and an additional
$1.1 million of compensation-related expenses due

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to
additional headcount and non-cash stock-based compensation related expenses. The $5.9 million, or 58% increase in research and development expenses in 2002 compared with 2001,
principally resulted from an increase of $4.7 million of expenses associated with the BiDil trial, reflecting the addition of new sites and additional patients. Additionally, contract research
and supplies associated with our other programs were $290,000 higher in 2002, and 2001 expenses reflected a reversal of a $533,000 accrual due to a change in our estimate of our liability associated
with an unanticipated early termination of a research program.

The
following table summarizes the primary components of our research and development expense for our principal research and development programs for the fiscal years ended
December 31, 2003, 2002 and 2001.

|                                        |  | December 31,
|--------------------------------------- |  | ------------
|
|
|BiDil                                   |  | $           
|Nitric oxide-enhancing COX-2 inhibitors |  |             
|Nitric oxide stents                     |  |             
|Other                                   |  |             
|                                        |  |             
|Total research and development expense  |  | $           
|                                        |  |             

General and Administrative.General and administrative expense for the year ended December 31, 2003 was
$3.1 million, compared to $2.5 million in 2002 and $2.4 million in 2001. The $583,000, or 23% increase in general and administrative expenses in 2003 compared to 2002 was
primarily due to the fact that during the year ended December 31, 2003, we incurred additional costs in connection with evaluating and developing plans to commercialize BiDil of $479,000 and
public company reporting related costs of $148,000. The $169,000, or 7% increase in general and administrative expenses in 2002 compared to 2001 was due to higher stock compensation expense in 2002,
primarily due to a $392,000 charge associated with a loan to an officer for the purchase of our common stock, and increased personnel costs of $160,000 offset by a decrease in market research costs of
$231,000.

Other Income, Net.Other income, net decreased to $477,000 in 2003 compared to $572,000 in 2002 and $697,000 in 2001. The
$95,000, or 17% decrease in other income, net in 2003 compared to 2002 was primarily related to lower rental income due to our sublease agreement ending at our current facility. The decrease in
interest income in 2002 compared to 2001 was primarily due to reduced yields on investments resulting from lower average interest rates and lower average fund balances available for investment.
Interest expense declined in 2002 compared with 2001 due to the reduction of outstanding debt.

Liquidity and Capital Resources

We have financed our operations since inception through the sale of equity, debt and payments from collaborative partners for licenses, research and development
and achievement of milestones. As of December 31, 2003, we have received net proceeds of $159.2 million from the issuance of equity
securities, primarily as the result of the sale of $99.1 of our redeemable convertible preferred stock and net proceeds of $60.1 million from our initial public offering in
November 2003, which is described below. At December 31, 2003, we had $97.1 million in cash, cash equivalents and marketable securities.

In
November 2003, we closed our initial public offering of our common stock at a price to the public of $11.00 per share. We sold 6,000,000 shares of our common stock resulting in
gross proceeds of $66.0 million. In connection with the offering, we paid approximately $4.6 million in underwriting discounts and commissions to underwriters and incurred
$1.3 million in other offering expenses. After

37

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deducting
the underwriting discounts and commissions and offering expenses, we received net proceeds from the offering of approximately $60.1 million.

In
August 2003, we sold 2,776,347 shares of our series E redeemable convertible preferred stock for net proceeds of $19.9 million to existing preferred stockholders.
These shares contained a beneficial conversion feature based on the fair value of our common stock at the date of such sale compared to the series E redeemable convertible preferred stock share
price. The total value of the beneficial conversion feature of approximately $8.3 million was recognized as a dividend in the three month period ended September 30, 2003. In addition,
the Company recognized a dividend of approximately $11.0 million in the three month period ended December 31, 2003 as a result of an increase to the conversion ratio of the
series E redeemable convertible preferred stock in connection with our initial public offering in November 2003.

During
the year ended December 31, 2003, operating activities provided cash of $5.8 million driven by the receipt of $23.6 million from Merck for the license fee,
research and develop funding and two milestone payments, the receipt of $3.0 million from Boston Scientific for the extension of our development and license agreement and adjustments for
non-cash charges for stock-based compensation and depreciation and amortization of $1.2 million, offset by a net loss of $8.8 million and an increase in prepaid and other
assets of $1.0 million.

During
the year ended December 31, 2003, investing activities used cash of $23.4 million due to the purchase of marketable securities of $22.8 million and purchases
of computer and lab equipment of $655,000. We expect to invest approximately $2.0 to $4.0 million for capital expenditures in 2004, principally related to the purchase of laboratory equipment
and build-out related cost for our new facility.

During
the year ended December 31, 2003, financing activities provided cash of $80.1 million primarily as a result of the sale of series E shares for net proceeds of
$19.9 million and the sale of common stock in our initial public offering for net proceeds of $60.1 million.

The
following table summarizes our contractual obligations at December 31, 2003 and the effects such obligations are expected to have on our liquidity and cash flows in future
periods.

Payments Due by Period

|Contractual Obligations            |  | Total |            | Less than
one year |   | 1-3 years |  | 4-5 years |           | More than
five years
|---------------------------------- |  | ----- | ---------- | ------------------ | - | --------- |  | --------- | --------- | --------------------
|Short and long-term debt           |  | $     | 22,000     |                    | $ | 22,000    |  |           |          |                     
|Operating lease obligations(1)     |  |       | 15,814,000 |                    |   | 924,000   |  | $         | 2,561,000 |                     
|                                   |  |       |            |                    |   |           |  |           |           |                     
|Total contractual cash obligations |  | $     | 15,836,000 |                    | $ | 946,000   |  | $         | 2,561,000 |                     
|                                   |  |       |            |                    |   |           |  |           |           |                     

---

Based
on our operating plans, we expect to have cash and marketable securities in a range of $66.0 million to $76.0 million at December 31, 2004. We believe that our
existing cash, cash equivalents and marketable securities, and cash we expect to receive under our collaborations with Merck and Boston Scientific, will be sufficient to fund our planned operations,
including increases in spending for our BiDil clinical program, for at least 24 months from the date of this report. However, we may

38

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require
significant additional funds earlier than we currently expect to conduct the clinical trial and to obtain regulatory approvals necessary to launch BiDil, and to develop our other product
candidates.

We
may seek additional funding through collaborative arrangements and public or private financings. Additional funding may not be available to us on acceptable terms or at all. In
addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing equity securities, further dilution to
our existing stockholders may result. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also
could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, product candidates, or products which we would
otherwise pursue on our own.

Even
if we are able to raise additional funds in a timely manner, our future capital requirements may vary from what we expect and will depend on many factors, including the following:



Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets
and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, we evaluate
our estimates and judgments, including those related to revenue, accrued expenses and the fair value assigned to our common stock. We base our estimates on historical experience, known trends and
events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We
believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue.We record revenue on an accrual basis as it is earned and when amounts are considered collectible. Revenues received
in advance of performance obligations or in cases where we have a continuing obligation to perform services, are deferred and recognized over the contractual or estimated performance period. Revenues
from milestone payments that represent the culmination of a

39

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separate
earnings process are recorded when the milestone is achieved. Contract revenues are recorded as the services are performed. When we are required to defer revenue, the period over which such
revenue should be recognized is subject to estimates by management and may change over the course of the collaborative agreement.

Accrued Expenses.As part of the process of preparing financial statements, we are required to estimate accrued expenses.
This process involves identifying services which have been performed on our behalf, and estimating the level of service performed and the associated cost incurred for such service as of each balance
sheet date in our financial statements. Examples of estimated expenses for which we accrue include contract service fees such as amounts paid to clinical monitors, data management organizations and
investigators in conjunction with clinical trials, and fees paid to contract manufacturers in conjunction with the production of clinical materials and professional service fees, such as lawyers and
accountants. In connection with such service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual levels of services incurred
by such service providers. The majority of our service providers invoice us monthly in arrears for services performed. In the event that we do not identify certain costs, which have begun to be
incurred, or we under- or over-estimate the level of services performed or the costs of such services, our reported expenses for such period would be too low or too high. The date on which
certain services commence, the level of services performed on or before a given date and the cost of such services are often determined based on subjective judgments. We make these judgments based
upon the facts and circumstances known to us in accordance with generally accepted accounting principles.

Stock-Based Compensation.We have elected to follow Accounting Principle Board, or APB, Opinion No. 25, "Accounting
for Stock Issued to Employees," or APB 25, and related interpretations, in accounting for our stock-based compensation plans, rather than the alternative fair value method provided for under Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" or FAS 123. In 2003 and 2002, certain grants of stock options were made at exercise prices less than
the fair value of our common stock and, as a result, we recorded deferred stock compensation expense. In the notes to our financial statements, we provide pro forma disclosures in accordance with
FAS 123. We account for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of such services received or of the
equity instruments issued, whichever is more reliably measured, in accordance with FAS 123 and the Emerging Issues Task Force, or EITF, Issue 96-18, "Accounting for Equity
Instruments that Are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services."

Accounting
for equity instruments granted or sold by us under APB 25, FAS 123 and EITF 96-18 requires fair value estimates of the equity instrument granted or sold. If
our estimates of the fair value of these equity instruments are too high or too low, our expenses may be over or under stated. For equity instruments granted or sold in exchange for the receipt of
goods or services we estimate the fair value of the equity instruments based upon consideration of factors which we deem to be relevant at that time. Because shares of our common stock have not been
publicly traded prior to the commencement of our public offering on November 5, 2003, market factors historically considered in valuing stock and stock option grants include comparative values
of public companies discounted for the risk and limited liquidity provided for in the shares we are issuing, pricing of private sales of our redeemable convertible preferred stock, prior valuations of
stock grants and the effect of events that have occurred between the time of such grants, economic trends, and the comparative rights and preferences of the security being granted compared to the
rights and preferences of our other outstanding equity.

Prior
to our initial public offering the fair value of our common stock was determined by our board of directors contemporaneously with the grant. In the absence of a public trading
market for our common stock, our board of directors considered numerous objective and subjective factors in determining the fair value of our common stock. At the time of option grants and other stock

40

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issuances,
our board of directors considered the liquidation preferences, dividend rights, voting control and anti-dilution protection attributable to our then-outstanding
redeemable convertible preferred stock, the status of private and public financial markets, valuations of comparable private and public companies, the likelihood of achieving a liquidity event such as
an initial public offering, our existing financial resources, our anticipated continuing operating losses and increased spending levels required to complete our clinical trials, dilution to common
stockholders from anticipated future financings and a general assessment of future business risks.

Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46,"Consolidation of Variable Interest
Entities"(FIN 46), which was amended by FIN 46R issued in December 2003. This interpretation of Accounting Research Bulletin No. 51,"Consolidated
Financial Statements,"addresses consolidation by business enterprises of variable interest entities (VIEs) that either: (1) do not have sufficient equity investment at risk to
permit the entity to finance its activities without additional subordinated financial support, or (2) for which the equity investors lack an essential characteristic of a controlling financial
interest. This Interpretation applies immediately to VIEs created after January 31, 2003. It also applies in the first fiscal year or interim period ending after March 15, 2004, to VIEs created before
February 1, 2003 in which an enterprise holds a variable interest. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the
transition date: (1) we will be the primary beneficiary of an existing VIE that will require consolidation or, (2) we will hold a significant variable interest in, or have significant involvement
with, an existing VIE. We are currently in the process of completing our review of the requirements of FIN 46. However, we have not yet identified any entities that require disclosure or entities that
would require consolidation under FIN 46 that had not previously been consolidated as a result of FIN 46.

In
November 2003, during discussion on EITF Issue No. 03-01,The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments,the EITF reached a consensus which requires certain quantitative and qualitative disclosures for debt and marketable equity securities
classified as available-for-sale or held-to-maturity under SFAS 115 and SFAS 124 that are impaired at the balance sheet date but for which
an other-than-temporary impairment has not been recognized. The consensus on quantitative and qualitative disclosures is effective for fiscal years ending after
December 15, 2003 and comparative information for earlier periods presented is not required. We currently do not have any impaired investments and thus the adoption of this consensus did not
have a material impact on our financial statements.

In
December 2003, the SEC issued Staff Accounting Bulletin No. 104,Revenue Recognition,("SAB 104") which supercedes
SAB 101,Revenue Recognition in Financial Statements.SAB 104's primary purpose is to rescind accounting guidance contained in
SAB 101 related to multiple element revenue arrangements and to rescind the SEC'sRevenue Recognition in Financial Statements Frequently Asked Questions and
Answers("FAQ") issued with SAB 101. Selected portions of the FAQ have been incorporated into SAB 104. The adoption of SAB 104 did not have a material impact on
our revenue recognition policies.

Inflation

We believe the effects of inflation generally do not have a material adverse impact on our operations or financial condition.

41

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to changes in interest rates. Our current investment policy is to maintain an investment portfolio consisting mainly of U.S.
money market and high-grade corporate securities, directly or through managed funds, with maturities of two years or less. Our cash is deposited in and invested through highly rated
financial institutions in North America. Our marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase
immediately and uniformly by 10% from levels at December 31, 2003, we estimate that the fair value of our investment portfolio would decline by an immaterial amount. We have the ability to hold
our fixed income investments until maturity, and therefore we do not expect our operating results or cash flows to be affected to any significant degree by the effect of a change in market interest
rates on our investments.

42

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

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|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Report of Ernst & Young LLP, Independent Auditors                                                                                             |  | 44  
|Financial Statements:                                                                                                                         |  |     
|Balance Sheets as of December 31, 2003 and 2002                                                                                               |  | 45  
|Statements of Operations for the Years Ended December 31, 2003, 2002, and 2001                                                                |  | 46  
|Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Years Ended December 31, 2003, 2002, and 2001 |  | 47  
|Statements of Cash Flows for the Years Ended December 31, 2003, 2002, and 2001                                                                |  | 50  
|Notes to Financial Statements                                                                                                                 |  | 51  

43

---



Report of Ernst & Young LLP, Independent Auditors

The
Board of Directors and Stockholders
NitroMed, Inc.

We
have audited the accompanying balance sheets of NitroMed, Inc. as of December 31, 2003 and 2002, and the related statements of operations, redeemable convertible
preferred stock and stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NitroMed, Inc. at December 31, 2003 and 2002,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United
States.



Boston,
Massachusetts
February 19, 2004

44

---



NITROMED, INC.        BALANCE SHEETS        (in thousands, except par value amounts)

|                                                                                                                                                                                                                                   |                                      | December 31,                                         |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | --------
|
|ASSETS                                                                                                                                                                                                                             |                                      |                                                      |         
|Current Assets:                                                                                                                                                                                                                    |                                      |                                                      |         
|Cash and cash equivalents                                                                                                                                                                                                          |                                      | $                                                    | 67,614  
|Marketable securities                                                                                                                                                                                                              |                                      |                                                      | 29,474  
|Accounts receivable                                                                                                                                                                                                                |                                      |                                                      |        
|Prepaid expenses and other current assets                                                                                                                                                                                          |                                      |                                                      | 1,296   
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   | Total current assets                 |                                                      |         
|Property and equipment, net                                                                                                                                                                                                        |                                      |                                                      | 686     
|Other assets                                                                                                                                                                                                                       |                                      |                                                      | 100     
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   |                                      | Total assets                                         |         
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                     |                                      |                                                      |         
|Current Liabilities:                                                                                                                                                                                                               |                                      |                                                      |         
|Notes payable                                                                                                                                                                                                                      |                                      | $                                                    | 22      
|Accounts payable                                                                                                                                                                                                                   |                                      |                                                      | 832     
|Accrued expenses                                                                                                                                                                                                                   |                                      |                                                      | 2,067   
|Deferred revenue                                                                                                                                                                                                                   |                                      |                                                      | 7,525   
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   | Total current liabilities            |                                                      |         
|Deferred revenue, long term                                                                                                                                                                                                        |                                      |                                                      | 6,925   
|Notes payable, less current portion                                                                                                                                                                                                |                                      |                                                      |        
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   | Total liabilities                    |                                                      |         
|Commitments and contingencies                                                                                                                                                                                                      |                                      |                                                      |         
|Redeemable convertible preferred stock, $.01 par value; no shares authorized, issued or outstanding at December 31, 2003; 31,912 shares authorized at December 31, 2002; 30,770 shares issued and outstanding at
December 31, 2002 |                                      |                                                      |        
|Stockholders' equity (deficit):                                                                                                                                                                                                    |                                      |                                                      |         
|Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares authorized, issued or outstanding at December 31, 2003                                                                                                    |                                      |                                                      |        
|Common stock, $.01 par value; authorized 65,000 and 18,077 shares at December 31, 2003 and 2002, respectively; issued and outstanding 25,601 shares and 985 shares as of December 31, 2003 and 2002,
respectively                  |                                      |                                                      | 256     
|Additional paid-in capital                                                                                                                                                                                                         |                                      |                                                      | 191,604 
|Deferred stock compensation                                                                                                                                                                                                        |                                      |                                                      | (3,240  
|Accumulated deficit                                                                                                                                                                                                                |                                      |                                                      | (106,846
|Accumulated other comprehensive income                                                                                                                                                                                             |                                      |                                                      | 25      
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   | Total stockholders' equity (deficit) |                                                      |         
|                                                                                                                                                                                                                                   |                                      |                                                      |         
|                                                                                                                                                                                                                                   |                                      | Total liabilities and stockholders' equity (deficit) |         
|                                                                                                                                                                                                                                   |                                      |                                                      |         

The
accompanying notes are an integral part of the consolidated financial statements.

45

---



NITROMED, INC.        STATEMENTS OF OPERATIONS        (in thousands, except per share amounts)

|                                                                                                         |                            | Year Ended December 31, |        
|-------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------------- | -------
|
|Research and development revenues                                                                        |                            | $                       | 12,775 
|Expenses:                                                                                                |                            |                         |        
|                                                                                                         | Research and development   |                         |        
|                                                                                                         | General and administrative |                         |        
|                                                                                                         |                            |                         |        
|                                                                                                         |                            | Total expenses          |        
|                                                                                                         |                            |                         |        
|Loss from operations                                                                                     |                            |                         | (9,246 
|                                                                                                         | Interest expense           |                         |        
|                                                                                                         | Interest income            |                         |        
|                                                                                                         | Rental income              |                         |        
|                                                                                                         |                            |                         |        
|                                                                                                         |                            |                         | 477    
|                                                                                                         |                            |                         |        
|Net loss                                                                                                 |                            |                         | (8,769 
|Deemed dividends related to beneficial conversion features of redeemable convertible preferred stock     |                            |                         | (19,357
|Dividends and accretion to redemption value of redeemable convertible preferred stock                    |                            |                         | (2,794 
|                                                                                                         |                            |                         |        
|Net loss attributable to common stockholders                                                             |                            | $                       | (30,920
|                                                                                                         |                            |                         |        
|Basic and diluted net loss attributable to common stockholders per common share                          |                            | $                       | (6.95  
|                                                                                                         |                            |                         |        
|Shares used in computing basic and diluted net loss attributable to common stockholders per common share |                            |                         | 4,447  
|                                                                                                         |                            |                         |        

The
accompanying notes are an integral part of the consolidated financial statements.

46

---



NITROMED, INC.    STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)    (in thousands, except per share amounts)

|                                                                                                                  |  |        |  |   |        |  |     |  |   |    |  | Note
Receivable
from
Stock
Purchase
Agreement |       |  |   |      |   |  |  |   |        
|----------------------------------------------------------------------------------------------------------------- |  | ------ |  | - | ------ |  | --- |  | - | -- |  | --------------------------------------------- | ----- |  | - | ---- | - |  |  | - | -------
|
|
|
|
|Balance at December 31, 2000                                                                                      |  | 26,228 |  | $ | 44,277 |  | 589 |  | $ | 6  |  | $                                             | 1,349 |  | $ | (252 | ) |  |  | $ | (42,596
|Exercise of stock options                                                                                         |  |        |  |   |        |  | 9   |  |   |   |  |                                               | 6     |  |   |      |   |  |  |   |        
|Exercise of warrants                                                                                              |  |        |  |   |        |  | 365 |  |   | 4  |  |                                               | 26    |  |   |      |   |  |  |   |        
|Compensation expense associated with note receivable from stock purchase agreement                                |  |        |  |   |        |  |     |  |   |    |  |                                               | 253   |  |   |      |   |  |  |   |        
|Compensation expense associated with options issued to non-employees and performance options issued to employees  |  |        |  |   |        |  |     |  |   |    |  |                                               | 220   |  |   |      |   |  |  |   |        
|Issuance of Series E preferred stock in
June 2001 at $7.20 per share for cash
(net of issuance costs of $143)     |  | 4,292  |  |   | 30,773 |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   |        
|Issuance of Series F preferred stock in November 2001 at $14.00 per share for cash (net of issuance costs of $25) |  | 250    |  |   | 3,475  |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   |        
|Accretion of Series E dividends                                                                                   |  |        |  |   | 1,471  |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   | (1,471 
|Accretion of preferred stock to redemption value                                                                  |  |        |  |   | 191    |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   | (191   
|Net loss                                                                                                          |  |        |  |   |        |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   | (11,629
|                                                                                                                  |  |        |  |   |        |  |     |  |   |    |  |                                               |       |  |   |      |   |  |  |   |        
|Balance at December 31, 2001                                                                                      |  | 30,770 |  | $ | 80,187 |  | 963 |  | $ | 10 |  | $                                             | 1,854 |  | $ | (252 | ) |  |  | $ | (55,887

The accompanying notes are an integral part of the consolidated financial statements.

47

---

NITROMED, INC.    STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)    (in thousands, except per share amounts)

|                                                                                                                 |  |        |  |   |        |  |     |  |   |    |  | Note
Receivable
from
Stock
Purchase
Agreement |       |  |   |      |   |   |      |   |  
|---------------------------------------------------------------------------------------------------------------- |  | ------ |  | - | ------ |  | --- |  | - | -- |  | --------------------------------------------- | ----- |  | - | ---- | - | - | ---- | - | -
|
|
|
|
|Balance at December 31, 2001                                                                                     |  | 30,770 |  | $ | 80,187 |  | 963 |  | $ | 10 |  | $                                             | 1,854 |  | $ | (252 | ) |   |      |   | $
|Exercise of stock options                                                                                        |  |        |  |   |        |  | 22  |  |   |   |  |                                               | 23    |  |   |      |   |   |      |   |  
|Compensation expense associated with and forgiveness of note receivable from stock purchase agreement            |  |        |  |   |        |  |     |  |   |    |  |                                               | 392   |  |   | 252  |   |   |      |   |  
|Deferred stock compensation expense associated with stock options                                                |  |        |  |   |        |  |     |  |   |    |  |                                               | 566   |  |   |      |   | $ | (566 | ) |  
|Amortization of deferred stock compensation                                                                      |  |        |  |   |        |  |     |  |   |    |  |                                               |       |  |   |      |   |   | 39   |   |  
|Compensation expense associated with options issued to non-employees and performance options issued to employees |  |        |  |   |        |  |     |  |   |    |  |                                               | 255   |  |   |      |   |   |      |   |  
|Accretion of Series E dividends                                                                                  |  |        |  |   | 2,473  |  |     |  |   |    |  |                                               |       |  |   |      |   |   |      |   |  
|Accretion of preferred stock to redemption value                                                                 |  |        |  |   | 224    |  |     |  |   |    |  |                                               |       |  |   |      |   |   |      |   |  
|Net loss                                                                                                         |  |        |  |   |        |  |     |  |   |    |  |                                               |       |  |   |      |   |   |      |   |  
|                                                                                                                 |  |        |  |   |        |  |     |  |   |    |  |                                               |       |  |   |      |   |   |      |   |  
|Balance at December 31, 2002                                                                                     |  | 30,770 |  | $ | 82,884 |  | 985 |  | $ | 10 |  | $                                             | 3,090 |  | $ |     |   | $ | (527 | ) | $

The accompanying notes are an integral part of the consolidated financial statements.

48

---

NITROMED, INC.    STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)    (in thousands, except per share amounts)

|                                                                                                                 |  |         |   |   |          |   |        |  |   |     |  | Note
Receivable
from
Stock
Purchase
Agreement |         |  |   |   |  |   |        |   |  
|---------------------------------------------------------------------------------------------------------------- |  | ------- | - | - | -------- | - | ------ |  | - | --- |  | --------------------------------------------- | ------- |  | - | - |  | - | ------ | - | -
|
|
|
|
|Balance at December 31, 2002                                                                                     |  | 30,770  |   | $ | 82,884   |   | 985    |  | $ | 10  |  | $                                             | 3,090   |  |   |  |  | $ | (527   | ) | $
|Exercise of stock options                                                                                        |  |         |   |   |          |   | 217    |  |   | 2   |  |                                               | 131     |  |   |   |  |   |        |   |  
|Deferred stock compensation expense associated with stock options                                                |  |         |   |   |          |   |        |  |   |     |  |                                               | 3,317   |  |   |   |  |   | (3,317 | ) |  
|Amortization of deferred stock compensation                                                                      |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   | 604    |   |  
|Compensation expense associated with options issued to non-employees and performance options issued to employees |  |         |   |   |          |   |        |  |   |     |  |                                               | 303     |  |   |   |  |   |        |   |  
|Accretion of Series E dividends                                                                                  |  |         |   |   | 2,469    |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Accretion of preferred stock to redemption value                                                                 |  |         |   |   | 325      |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Beneficial conversion features of Series E                                                                       |  |         |   |   |          |   |        |  |   |     |  |                                               | 19,320  |  |   |   |  |   |        |   |  
|Beneficial conversion features of Series F                                                                       |  |         |   |   |          |   |        |  |   |     |  |                                               | 37      |  |   |   |  |   |        |   |  
|Issuance of Series E preferred stock in
August 2003 at $7.20 per share for cash
(net of issuance costs of $100)  |  | 2,776   |   |   | 19,900   |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Issuance of common stock from initial public offering ("IPO") (net of issuance costs of $5,928)                  |  |         |   |   |          |   | 6,000  |  |   | 60  |  |                                               | 60,012  |  |   |   |  |   |        |   |  
|Conversion of preferred stock to common stock at IPO                                                             |  | (33,546 | ) |   | (105,578 | ) | 18,399 |  |   | 184 |  |                                               | 105,394 |  |   |   |  |   |        |   |  
|Unrealized gains on cash equivalents and marketable securities                                                   |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Net loss                                                                                                         |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|                                                                                                                 |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Comprehensive loss                                                                                               |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|                                                                                                                 |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  
|Balance at December 31, 2003                                                                                     |  |        |   | $ |         |   | 25,601 |  | $ | 256 |  | $                                             | 191,604 |  | $ |  |  | $ | (3,240 | ) | $
|                                                                                                                 |  |         |   |   |          |   |        |  |   |     |  |                                               |         |  |   |   |  |   |        |   |  

The accompanying notes are an integral part of the consolidated financial statements.

49

---



NITROMED, INC.        STATEMENTS OF CASH FLOWS

|                                                     |                                                                                           | Year Ended December 31,                                      |                                                    
|---------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ---------------------------------------------------
|
|Cash flows from operating activities:                |                                                                                           |                                                              |                                                    
|                                                     | Net loss                                                                                  |                                                              | $                                                  
|                                                     | Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                                              |                                                    
|                                                     |                                                                                           | Depreciation and amortization                                |                                                    
|                                                     |                                                                                           | Employee loan receivable forgiven                            |                                                    
|                                                     |                                                                                           | Forgiveness of note receivable from stock purchase agreement |                                                    
|                                                     |                                                                                           | Stock-based compensation expense                             |                                                    
|                                                     |                                                                                           | Changes in operating assets and liabilities:                 |                                                    
|                                                     |                                                                                           |                                                              | Accounts receivable                                
|                                                     |                                                                                           |                                                              | Prepaid expenses and other current assets          
|                                                     |                                                                                           |                                                              | Accounts payable and accrued expenses              
|                                                     |                                                                                           |                                                              | Deferred revenue                                   
|                                                     |                                                                                           |                                                              |                                                    
|                                                     |                                                                                           |                                                              |                                                    
|                                                     |                                                                                           |                                                              |                                                    
|Cash flows from investing activities:                |                                                                                           |                                                              |                                                    
|                                                     | Purchases of marketable securities                                                        |                                                              |                                                    
|                                                     | Sales of marketable securities                                                            |                                                              |                                                    
|                                                     | Capital expenditures                                                                      |                                                              |                                                    
|                                                     |                                                                                           |                                                              |                                                    
|                                                     |                                                                                           |                                                              | Net cash provided by (used in) investing activities
|                                                     |                                                                                           |                                                              |                                                    
|Cash flows from financing activities:                |                                                                                           |                                                              |                                                    
|                                                     | Principal payments on notes payable                                                       |                                                              |                                                    
|                                                     | Proceeds from exercise of stock options                                                   |                                                              |                                                    
|                                                     | Proceeds from exercise of stock purchase warrants                                         |                                                              |                                                    
|                                                     | Net proceeds from sale of redeemable convertible preferred stock                          |                                                              |                                                    
|                                                     | Net proceeds from sale of common stock in initial public offering                         |                                                              |                                                    
|                                                     |                                                                                           |                                                              |                                                    
|                                                     |                                                                                           |                                                              | Net cash provided by (used in) financing activities
|                                                     |                                                                                           |                                                              |                                                    
|Net increase (decrease) in cash and cash equivalents |                                                                                           |                                                              | 62,454                                             
|Cash and cash equivalents, beginning balance         |                                                                                           |                                                              | 5,160                                              
|                                                     |                                                                                           |                                                              |                                                    
|Cash and cash equivalents, ending balance            |                                                                                           | $                                                            | 67,614                                             
|                                                     |                                                                                           |                                                              |                                                    
|Supplemental disclosure:                             |                                                                                           |                                                              |                                                    
|Cash paid during the year for interest               |                                                                                           | $                                                            | 4                                                  
|                                                     |                                                                                           |                                                              |                                                    

The
accompanying notes are an integral part of the consolidated financial statements.

50

---



NITROMED, INC.        NOTES TO FINANCIAL STATEMENTS        (all tabular amounts in thousands except per share amounts)

1. The Company

NitroMed, Inc. (the Company) is an emerging pharmaceutical company that discovers, develops and seeks to commercialize pharmaceuticals based on the
therapeutic benefits of the naturally-occurring molecule nitric oxide. The Company utilizes its nitric oxide expertise and proprietary technology in an effort to both develop novel pharmaceuticals and
improve the safety and efficacy of widely-prescribed drugs. The Company's research and development efforts focus on major diseases that are characterized by a deficiency in nitric oxide, such as
cardiovascular and inflammatory diseases.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

The financial instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents and marketable
securities. The majority of the Company's cash and cash equivalents and marketable securities are maintained with well-known, established financial institutions.

Cash Equivalents and Marketable Securities

Cash equivalents are short-term, highly liquid investments with maturities of three months or less at the time of acquisition. Investments with
maturities in excess of three months at the time of acquisition are classified as marketable securities and designated as available-for-sale. Cash equivalents consist of
institutional money market funds, and marketable securities consist of corporate bonds with contractual maturities of less than two years. Available-for-sale securities are
carried at fair market value, which approximates amortized cost, as reported by the custodian, and unrealized gains and losses, if any, are reported as a separate component of other comprehensive
income within stockholders' equity (deficit). Realized gains and losses and unrealized gains and losses were not material for the years ended December 31, 2003, 2002 and 2001.

Fair Value of Financial Instruments

Financial instruments mainly consist of cash and cash equivalents, marketable securities, accounts receivable and long-term obligations. The carrying
amounts of these instruments approximate their fair values.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which range between
three to five years. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset. The Company

51

---

reviews
its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets may not be recoverable and recognizes an impairment loss when it is
probable that the estimated cash flows are less than the carrying value of the asset.

Research and Development Expenses

Research and development costs primarily consist of salaries and related expenses for personnel, fees paid to consultants and outside service providers and
materials used in clinical trials and research and development. The Company charges research and development expenses, including costs associated with acquiring patents, to operations as incurred.

The
Company enters into contracts with professional service providers to conduct clinical trials and related services. These professional service providers render services over an
extended period of time, generally one to three years. Typically, the Company enters into two types of vendor contracts, patient-based or time-based. Under a patient-based contract, the
Company first determines an appropriate per patient cost using critical factors contained within the contract, which include the estimated number of patients, the cost assigned to each patient based
on a patient's number of visits and the total dollar value of the contract. The Company then records expense based upon the total number of patients enrolled during the period and the status of each
patient. Under a time based contract, using critical factors contained within the contract such as the stated duration of the contract and the timing of services provided, the Company records the
contractual expense for each service provided ratably over the period during which the Company estimates the service will be performed. On a monthly basis, the Company reviews both the timetable of
services to be rendered and the timing of services actually received based on regular communications with its vendors in order to gauge the reasonableness of its estimates. Based upon this review,
revisions may be made to the forecasted timetable or the extent of services performed, or both, in order to reflect the Company's most current estimate of the contract.

Revenue Recognition

Revenue is deemed earned when all of the following have occurred: all obligations of the Company relating to the revenue have been met and the earnings process is
complete; the monies received or receivable are not refundable irrespective of research results; and there are neither future obligations or milestones to be met by the Company with respect to such
revenue. The Company recognizes revenue from nonrefundable, up-front licenses and related payments, not specifically tied to a separate earnings process, ratably over the period that the
Company is obligated to participate on a continuing and substantial basis in the research and development activities outlined in each contract. When payments are specifically tied to a separate
earnings process, revenue is recognized when the specific performance obligation associated with the payment has been satisfied. Performance obligations typically consist of contracted services or
development milestones. Revenue from services performed under collaborative research agreements is recognized as reimbursable costs are incurred. Revenue from significant milestones in the development
lifecycle of the related technology, including initiation of clinical trials or filing for and obtaining approvals with regulatory agencies are considered earned when the payor acknowledges the
milestone achievement, which is generally by payment of amounts due.

52

---

Stock-Based Compensation

The Company has elected to account for its stock-based compensation plans under the intrinsic value method pursuant to Accounting Principles Board Opinion
No. 25,Accounting for Stock Issued to Employees(APB 25), and related Interpretations, rather than the alternative fair value accounting
provided under Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based Compensation(FAS 123). In accordance with
EITF 96-18,Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Connection with Selling Goods or
Services(EITF 96-18), the Company records compensation expense equal to the fair value of the option granted to non-employees over the vesting
period, which is generally the period of service.

FAS 123
requires pro forma information regarding net loss and net loss per share as if the Company had accounted for its stock-based awards to employees under the fair value
method of FAS 123. The fair value of the Company's stock options used to compute pro forma net loss is the estimated fair value at the grant date using the Black-Scholes option-pricing model
with the following weighted-average assumptions:

December 31,2003

2002

2001Risk-free interest rate

2.8%

3.5%

4.5%Expected volatility

80%

80%

80%Expected lives

4 years

4 years

4 yearsExpected dividend








The
per-share, weighted-average grant date fair value of options granted during the years ended December 31, 2003, 2002 and 2001 were $6.49, $3.28 and $1.29,
respectively.

For
purposes of pro forma disclosures, the estimated fair value of the options is amortized over the option vesting period. Had compensation expense for the Company's stock-based
compensation plans been determined based on the fair value at the grant dates for awards under those plans

53

---

consistent
with the method of FAS 123, the Company's net loss and net loss per share would have been as follows:

Years Ended December 31,2003

2002

2001Net loss attributable to common stockholders as reported

$
(30,920
)
$
(20,039
)
$
(13,291
)Add: Stock-based employee compensation expense included in reported net loss


722


522


310Deduct: Stock-based employee compensation expense determined under fair value based method


(850
)

(319
)

(213
)FAS 123 Pro forma net loss

$
(31,048
)
$
(19,836
)
$
(13,194
)Basic and diluted net loss per shareAs reported

$
(6.95
)
$
(20.66
)
$
(17.91
)FAS 123 Pro forma

$
(6.98
)
$
(20.45
)
$
(17.78
)


Accumulated Other Comprehensive Income

The Company presents comprehensive loss in accordance with SFAS 130,Reporting Comprehensive Income.
Accumulated other comprehensive income is comprised entirely of unrealized gains and losses on available-for-sale marketable securities.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities, as well as
net operating loss carryforwards and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock and the dilutive potential
common stock equivalents then outstanding. Potential common stock equivalents consist of stock options, warrants and redeemable convertible preferred stock. Since the Company has a net loss for all
periods presented, the effect of all potentially dilutive securities is antidilutive. Accordingly, basic and diluted net loss per share is the same.

54

---

Segment Information

During the three years ended December 31, 2003, the Company operated in one reportable business segment, developing nitric oxide enhancing medicines, under
the management approach of SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information.

New Accounting Standards

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN 46), which was amended by FIN 46R issued in December 2003. This interpretation of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," addresses consolidation by business enterprises of variable interest entities (VIEs) that either: (1) do not have sufficient equity investment at risk to
permit the entity to finance its activities without additional subordinated financial support, or (2) for which the equity investors lack an essential characteristic of a controlling financial
interest. This Interpretation applies immediately to VIEs created after January 31, 2003. It also applies in the first fiscal year or interim period ending after March 15, 2004, to VIEs created before
February 1, 2003 in which an enterprise holds a variable interest. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the
transition date: (1) the Company will be the primary beneficiary of an existing VIE that will require consolidation or, (2) the Company will hold a significant variable interest in, or have
significant involvement with, an existing VIE. The Company is currently in the process of completing its review of the requirements of FIN 46. However, the Company has not yet identified any entities
that require disclosure or entities that would require consolidation under FIN 46 that had not previously been consolidated as a result of FIN 46.

In
November 2003, during discussion on EITF Issue No. 03-01,The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments,the EITF reached a consensus which requires certain quantitative and qualitative disclosures for debt and marketable equity securities
classified as available-for-sale or held-to-maturity under SFAS 115 and SFAS 124 that are impaired at the balance sheet date but for which
an other-than-temporary impairment has not been recognized. The consensus on quantitative and qualitative disclosures is effective for fiscal years ending after
December 15, 2003 and comparative information for earlier periods presented is not required. The Company currently does not have any impaired investments and thus the adoption of this consensus
did not have a material impact on its financial statements.

In
December 2003, the SEC issued Staff Accounting Bulletin No. 104,Revenue Recognition,("SAB 104") which supercedes
SAB 101,Revenue Recognition in Financial Statements.SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements and to rescind the SEC'sRevenue Recognition in Financial Statements Frequently Asked Questions and Answers("FAQ") issued with SAB 101. Selected portions of the FAQ have been incorporated into SAB 104. The adoption of SAB 104 did not have a material impact on the Company's revenue recognition policies.

55

---

3. Cash Equivalents and Marketable Securities

The following is a summary of the fair market value of available-for-sale money market funds and marketable securities the Company held at
December 31, 2003 and 2002:

|December 31, 2003                                    |                           | Amortized Cost              |        | Gross Unrealized
Gains |        | Gross Unrealized
Losses |    | Estimated Fair
Value
|---------------------------------------------------- | ------------------------- | --------------------------- | ------ | ---------------------- | ------ | ----------------------- | -- | --------------------
|Cash and money market funds                          |                           | $                           | 7,893  |                        |       |                         |   |                     
|Commercial paper                                     |                           |                             | 58,712 |                        | 9      |                         |   |                     
|U.S. Government agencies                             |                           |                             |        |                        |        |                         |    |                     
|                                                     | Due in one year or less   |                             |        | 7,150                  |        | 3                       |    |                    
|Asset-backed securities                              |                           |                             |        |                        |        |                         |    |                     
|                                                     | Due in one year or less   |                             |        | 2,262                  |        |                        |    |                    
|                                                     | Due in one to three years |                             |        | 5,596                  |        | 12                      |    |                    
|Corporate notes                                      |                           |                             |        |                        |        |                         |    |                     
|                                                     | Due in one year or less   |                             |        | 12,866                 |        | 2                       |    | (6                  
|                                                     | Due in one to three years |                             |        | 2,584                  |        | 5                       |    |                    
|                                                     |                           |                             |        |                        |        |                         |    |                     
|                                                     |                           | Total                       |        |                        | 97,063 |                         | 31 |                     
|Less amounts classified as cash and cash equivalents |                           |                             | 67,605 |                        | 9      |                         |   |                     
|                                                     |                           |                             |        |                        |        |                         |    |                     
|                                                     |                           | Total marketable securities |        | $                      | 29,458 |                         | 22 |                     
|                                                     |                           |                             |        |                        |        |                         |    |                     

|December 31, 2002                                    |                         | Amortized Cost |        | Gross Unrealized
Gains |   | Gross Unrealized
Losses |   | Estimated Fair
Value
|---------------------------------------------------- | ----------------------- | -------------- | ------ | ---------------------- | - | ----------------------- | - | --------------------
|Cash and money market funds                          |                         | $              | 5,160  |                        |  |                         |  |                     
|U.S. Government agencies                             |                         |                |        |                        |   |                         |   |                     
|                                                     | Due in one year or less |                |        | 574                    |   |                        |   |                    
|Corporate notes                                      |                         |                |        |                        |   |                         |   |                     
|                                                     | Due in one year or less |                |        | 6,109                  |   |                        |   |                    
|                                                     |                         |                |        |                        |   |                         |   |                     
|Total                                                |                         |                | 11,843 |                        |   |                         |   |                     
|Less amounts classified as cash and cash equivalents |                         |                | 5,160  |                        |  |                         |  |                     
|                                                     |                         |                |        |                        |   |                         |   |                     
|Total marketable securities                          |                         | $              | 6,683  |                        |  |                         |  |                     
|                                                     |                         |                |        |                        |   |                         |   |                     

4. Note Receivable from Stock Purchase Agreement

On December 31, 1997, the Company executed a $252,000 loan to an officer that was used to purchase 350,000 shares of restricted common stock of the Company
at a purchase price of $0.72 per share. These shares were granted under the Company's 1993 Equity Incentive Plan. The loan was due and payable in full in September 2002, bore interest at a rate
of 6.02% per annum (which interest was forgiven) and was secured, pursuant to the terms of a Pledge Agreement, by the restricted shares. Twenty percent of the shares vested at the date of issuance and
an additional 20% of the shares vested annually each September. Based on the terms of the arrangement, the award was required to be accounted for as variable compensation. Accordingly, the Company
recorded noncash stock

56

---

compensation
charges for the years ended December 31, 2002 and 2001 of $392,000 and $253,000, respectively. In addition, during September 2002, the Company forgave the loan and recorded
an additional noncash compensation charge of $252,000 for the year ended December 31, 2002.

5. Property and Equipment

Property and equipment consist of the following:

December 31,2003

2002Laboratory furniture, fixtures and equipment

$
1,021

$
634Office furniture, fixtures and equipment


438


233Leasehold improvements


940


8772,399


1,744Less accumulated depreciation and amortization


(1,713
)

(1,462
)$
686

$
282


6. Accrued Expenses

Accrued expenses consist of the following:

December 31,2003

2002Clinical trial costs

$
865

$
1,017Compensation and related benefits


759


450Other


443


110$
2,067

$
1,577


57

---



7. Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)

Redeemable Convertible Preferred Stock

The Company had issued Series A, Series B, Series C, Series D and Series E redeemable convertible preferred stock, and
Series F junior redeemable convertible preferred stock (collectively, Series Preferred Stock) as follows:

December 31,
2003

December 31,
2002Series A: 5,000 shares authorized, issued and outstanding

$


$
4,996Series B: 17,005 shares authorized; 16,510 shares issued and outstanding





16,507Series C: 3,158 shares authorized issued and outstanding





11,985Series D: 2,138 shares authorized; 1,560 shares issued and outstanding





11,104Series E: 4,361 shares authorized at December 31, 2002; 4,292 shares issued and outstanding





34,804Series F: 250 shares authorized, issued and outstanding





3,488Total

$


$
82,884


Initial Public Offering

On November 10, 2003, the Company completed its initial public offering and sold 6,000,000 shares of common stock for $11.00 per share for net proceeds of
approximately $60.1 million. In connection with the initial public offering all of the outstanding shares of the Company's redeemable convertible preferred stock, including accrued but unpaid
Series E dividends of $6.4 million, converted into 18,398,496 shares of the Company's common stock based upon the conversion ratios then applicable.

Conversion

The Series Preferred Stock were convertible, at the option of the holder, subject to adjustments for stock splits, stock dividends, recapitalizations and the
like, as well as dilutive issuances of common stock, if any, as follows as of December 31, 2002:

Series of Preferred Stock

Number of Shares of
Preferred Stock

Conversion
Ratio

Equivalent Shares of
Common StockSeries A

5,000

0.125

625Series B

16,510

0.250

4,127Series C

3,158

1.000

3,158Series D

1,560

1.000

1,560Series E

4,292

1.000

4,292Series F

250

1.000

250Total

30,770



14,012


58

---

Series E and F

On August 1, 2003, the Company completed the sale of 2,776,347 shares of Series E redeemable convertible preferred stock for net proceeds of
$19.9 million. These shares automatically converted to common stock upon the closing of the Company's initial public offering of common stock on November 10, 2003. These shares contained
a beneficial conversion feature based on the fair value of the common stock into which the shares were convertible. In accordance with EITF 98-5,Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,the value of such beneficial conversion feature of approximately
$8.3 million has been recognized as a deemed dividend in the three month period ended September 30, 2003.

The
Series F conversion ratio provided for additional shares of common stock when the Company issued equity securities, as defined, for consideration of less than $14 per share,
the purchase price of Series F. As a result of the above sale of these Series E shares, the Series F conversion ratio was increased from 1:1 to 1:1.073364. The adjustment to the
Series F conversion ratio is a beneficial conversion feature. In accordance with EITF 00-27,Application of Issue 98-5 to Certain Convertible
Instruments,the value of such beneficial conversion feature of approximately $37,000 has been recognized as a deemed dividend in the three month period ended
September 30, 2003.

Subsequent
to the August 2003 sale of the Series E shares, the Series E stockholders and the Company agreed to increase the Series E conversion ratio from 1:1
to 1:1.1526 in consideration of the Series E stockholders waiving their rights to certain anti-dilution provisions. The adjustment to the conversion ratio, which was contingent on
the initial public offering, is a beneficial conversion feature. In accordance with EITF 00-27, the value of the Series E beneficial conversion feature of approximately
$11.0 million has been recognized as a deemed dividend in the period of issuance, which occurred in the fourth quarter of 2003 as a result of the initial public offering. In addition, the
conversion of the Series E shares in the initial public offering caused the accrued but unpaid Series E dividends of approximately $6.4 million to become payable through the
issuance of 513,033 shares of common stock at the time of the initial public offering.

Undesignated Preferred and Common Stock

On August 18 2003, the Board of Directors approved an Amendment to Certificate of Incorporation, which became effective on November 5, 2003 and
increased the Company's authorized shares of common stock to 35,000,000. On August 18, 2003, the Board of Directors also approved a Restated Certificate of Incorporation, which became effective
upon the consummation of the initial public offering on November 10, 2003 and increased the Company's authorized shares of common stock to 65,000,000 and authorized 5,000,000 shares of
undesignated preferred stock, issuable in one or more series designated from time to time by the Board of Directors.

Stock Purchase Warrants

At December 31, 2003 and 2002, there were stock purchase warrants outstanding to purchase 127,187 and 24,160 shares of the Company's common stock at
exercise prices of $.08 to $.01 per share, respectively, which expire beginning in 2004 through 2007. In addition, stock purchase warrants to

59

---

purchase
123,749 shares of common stock at an exercise price of $4.00 per share, which expire in 2006, were outstanding at December 31, 2003.

Stock Option Plans

The Company's Restated 1993 Equity Incentive Plan (the "1993 plan") provides for the grant of incentive stock options, nonstatutory stock options and restricted
stock awards to purchase up to 2,288,200 shares of common stock. Officers, employees, directors, consultants and advisors of the Company are eligible to be granted options under the 1993 plan at a
price not less than 100% (110% in the case of incentive stock options granted to 10% or greater stockholders) of the fair market value of such stock, as determined by the Board of Directors, at the
time the option is granted. In May 2003, the Company's stockholders approved the 2003 Stock Incentive Plan (the "2003 plan), under which 800,000 shares of common stock were authorized for
issuance. In October 2003, the stockholders approved an amended and restated plan which provided, among other things, for an increase of shares authorized for issuance under the 2003 plan to
2,500,000.

While
the Company may grant options to employees, which become exercisable at different times or within different periods, the Company generally has granted options to employees that are
exercisable in annual installments of 25% each on the first four anniversary dates of the grant.

Information
with respect to activity under the Plans is as follows:

Stock Option Activity

Number of Options

Weighted-Average
Exercise Price Per
ShareBalance at December 31, 2000

1,718

$
0.94Options granted

441


2.00Options canceled

(2
)

1.82Options exercised

(9
)

0.74Balance at December 31, 2001

2,148


1.16Options granted

241


2.00Options canceled

(226
)

1.74Options exercised

(22
)

1.04Balance at December 31, 2002

2,141


1.19Options granted

978


5.30Options canceled

(3
)

1.95Options exercised

(217
)

0.61Balance at December 31, 2003

2,899

$
2.62


60

---

The
following table summarizes information about options outstanding at December 31, 2003:

|            |  | Options Outstanding |  |   |      | Options Exercisable
|----------- |  | ------------------- |  | - | ---- | -------------------
|
|$0.08-$0.72 |  | 859                 |  | $ | 0.72 |                    
|$1.20-$2.00 |  | 1,503               |  |   | 1.77 |                    
|$7.98-$8.90 |  | 537                 |  |   | 8.04 |                    
|            |  |                     |  |   |      |                    
|            |  | 2,899               |  | $ | 2.62 |                    
|            |  |                     |  |   |      |                    

There
were 1,531,468 and 1,276,796 options exercisable at December 31, 2002 and 2001, respectively. At December 31, 2003, the Company has 1,545,494 options available for
future grant.

During
1999 and 2000, the Company granted 75,100 and 100,000 performance-based options, respectively, with an exercise price of $1.30 to certain employees, which allow for acceleration
of the vesting period upon the occurrence of certain defined events. Of the 100,000 granted, 5,000 options were forfeited in 2002. Based on the terms of the arrangements, the awards are required to be
accounted for as variable, and compensation expense is measured as the difference between the fair market value of the Company's common stock at the reporting period date and the exercise price of the
award. Compensation expense is recognized over the vesting period and totaled $118,000, $91,000 and $57,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

During
2003, 2001, 2000 and 1999, the Company granted a total of 161,000 stock options to nonemployees at a weighted-average exercise price of $1.53 per share, all of which remain
outstanding at December 31, 2003. The Company has applied the recognition provisions of FAS 123 and EITF 96-18 related to these stock options and utilized the
Black-Scholes option pricing model to determine the fair value of these stock options at each reporting date. In connection with these awards, the Company recognized compensation expense of $185,000,
$164,000 and $163,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

During
2003 and 2002, the Company granted 413,250 and 241,000 options, respectively, to employees at exercise prices below the fair value of the Company's common stock. The weighted
average exercise price of these options is $2.00 per share. The Company recorded deferred stock compensation expense related to these grants of $3,317,000 and $566,000 for the years ended
December 31, 2003 and 2002, respectively. These amounts are being recognized as stock-based compensation expense ratably over the vesting period of four years. Included in the results of
operations for the years ended December 31, 2003 and 2002 is compensation expense of $604,000 and $39,000, respectively.

Employee Stock Purchase Plan

On August 18, 2003, the Board of Directors adopted the 2003 Employee Stock Purchase Plan (the "Stock Purchase Plan"), which provides for the sale of up to
75,000 shares of common stock to participating employees. Under the Stock Purchase Plan, eligible employees may purchase common

61

---

stock
at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each offering period. Participation in the offering is limited to 10% of
the employee's compensation or $25,000 in any calendar year. The first offering period began on January 1, 2004.

8. Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share for the respective periods.

|                                                                                                          |  | Year Ended December 31, |        
|--------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------
|
|Basic and Diluted:                                                                                        |  |                         |        
|Net loss                                                                                                  |  | $                       | (8,769 
|Deemed dividends related to beneficial conversion features of redeemable convertible preferred stock      |  |                         | (19,357
|Dividends and accretion to redemption value of redeemable convertible preferred stock prior to conversion |  |                         | (2,794 
|                                                                                                          |  |                         |        
|Net loss attributable to common stockholders                                                              |  | $                       | (30,920
|                                                                                                          |  |                         |        
|Weighted average common shares used to compute net loss per share                                         |  |                         | 4,447  
|                                                                                                          |  |                         |        
|Basic and diluted net loss per share                                                                      |  | $                       | (6.95  
|                                                                                                          |  |                         |        

Options to purchase 2,898,584, 2,141,401 and 2,148,235 shares of common stock for the years ended December 31, 2003, 2002 and 2001,
respectively, and warrants to purchase 275,096 shares of common stock have been excluded from the computation of net loss per share as their effects would have been antidilutive.

9. Notes Payable

Notes payable consisted of the following:

December 31,2003

2002Note payable in monthly payments of $4 through June 30, 2004, including interest at 8% per annum

$
22

$
64Less current portion


(22
)

(42
)Long-term portion

$


$
22


10. Operating Lease

The Company leases its research facilities under an operating lease that expires September 30, 2004 with an option to extend for two additional successive periods
of five years each. The lease requires payment of real estate taxes and other common area maintenance expenses. Under the lease, a security deposit of $100,000 is required to be held in escrow for the
life of the lease. Annual rent expense was $580,000 for 2003, 2002 and 2001. Future annual minimum rental payments for non

62

---

cancelable
operating leases as of December 31, 2003 are $532,000. The Company sub-leased a portion of its premises and recognized rental income of $82,000, $195,000 and $188,000 in
2003, 2002 and 2001, respectively. The sublease agreement ended in 2003.

On
January 30, 2004 the Company executed a lease for approximately 52,000 square feet of laboratory and office space in Lexington, Massachusetts. The rent obligation for the
building is expected to commence thirty days from the earlier of (a) July 8, 2004 or (b) the date on which the Company commences occupancy of the building. The lease is for a term
of ten years with options that permit renewals for additional 5 year periods. The Company has the option to terminate the lease at the end of the fifth year for a fee of $4.2 million. The
expected minimum rental commitments under the lease agreement are $392,000, $1,126,000, $1,435,000, $1,505,000, and $1,505,000 for each year in the five year period ending December 31, 2008,
respectively, and $9.3 million in total for the remainder of the lease term. In addition to minimum lease commitment, the lease agreement requires the Company to pay its pro rata share of
property taxes and building operating expenses.

11. Research, License and Consulting Agreements

The Company has entered into various research, license and consulting agreements to support its research and development activities.

Johnson & Johnson Agreements

Prior to 2001, the Company had two principal research and development collaboration agreements, both dated April 1997, in which the Company had licensed
its technology to Johnson & Johnson and affiliates in return for initial license fees, reimbursement of qualified research expenditures and the purchase of $3.0 million of
Series B. The agreements contained provisions for future payments to the
Company upon the achievement of certain research and development milestones and future royalties to the Company on sales of products developed under the agreements. One of the agreements with
affiliates of Johnson & Johnson was terminated in April 2000 and the other agreement was terminated in September 2001.

With
respect to one of the Johnson & Johnson agreements noted above, during 2001, the Company reacquired the previously licensed technology in consideration of future payments
totaling $4.5 million. The Company is required to make payments to Johnson & Johnson contingent upon the occurrence of the following events: a portion of up-front and
milestone payments received in consideration for granting the rights to the technology; a percent of net sales revenue generated by the Company from product manufactured using the technology; and a
percentage of royalty payments received based upon the sale of products derived from the technology. Payments are only required upon the occurrence of such events. Through December 31, 2003,
the Company had paid $375,000 to Johnson & Johnson as a result of receiving payments for licensing the reacquired technology.

Boston Scientific Corporation Agreement

In November 2001, the Company entered into a development and license agreement with Boston Scientific Corporation ("BSC") that granted a nonexclusive,
nonroyalty bearing right and license in certain technology, which had been reacquired from Johnson & Johnson as noted above. In

63

---

consideration
of the license, the Company received a nonrefundable up-front license payment of $1.5 million. At the same time the Company sold to BSC 250,000 shares of
Series F for $3.5 million. Under the agreement, the Company planned to deliver two drug compounds, as defined in the agreement, to BSC during the two year research term. Accordingly, the
Company was recognizing the $1.5 million license fee as revenue ratably over the term of its contractual performance obligation. In January 2003, the Company informally agreed to an
extension of the research term to May 2004. As a result, the Company extended the period of revenue recognition for the unrecognized portion of the license payment at December 31, 2002
to May 31, 2004. In December 2003 the Company executed an amendment to extend the research term to December 31, 2005 and received an additional $3.0 million. The Company will
recognize the $3.0 million extension fee and the remaining deferred revenue related to the nonrefundable license payment of $1.5 million over the extension period. For the years ended
December 31, 2003, 2002 and 2001, the Company recognized revenue of $442,000, $750,000 and $125,000, respectively.

In
connection with the agreement, the Company may receive up to $8.3 million in milestone payments if certain development events are achieved by BSC. The Company may receive
additional milestone payments for commercial success of any products derived from the licensed technology by BSC. For any individual product that exceeds certain sales levels in any consecutive
12-month period, the Company will receive milestone payments. In addition, the Company may receive royalty payments
on net sales of products derived from the licensed technology. The royalty term, which is on a country by country basis, related to each product derived by the licensed technology will generally be
12 years.

BiDil License Agreement

In connection with its development program for BiDil, the Company's lead product candidate, the Company entered into an agreement to license certain technology
from an individual who is on the Company's Scientific Advisory Board. The Company also receives services from this individual in consideration of nominal payments and the grant of stock options. Upon
achieving certain development events, the Company is required to make milestone payments of up to $1 million in the aggregate. In addition, upon commercial sale of products developed from the
technology, the Company is required to make royalty payments on net sales, which will vary depending on sales volume. The royalty term expires upon the later of the expiration of the patent rights or
ten years from the first commercial sale. The agreement may be terminated by the Company at any time.

Merck Agreement

In December of 2002, the Company executed a research collaboration and license agreement with Merck Frosst Canada & Co., a wholly-owned subsidiary of
Merck & Co., in which the Company granted an exclusive, worldwide, royalty-bearing license to certain existing technology and any technology, pertaining to the licensed technology, developed by
the Company during a three-year period commencing January 1, 2003. In consideration of this license, the Company received $10 million in January of 2003. During the
three-year period, the Company is obligated to perform certain research and development activities in consideration of quarterly fees totaling $7.2 million. The Company is
recognizing the license fee as revenue ratably over the term of its contractual performance obligation of three years.

64

---

In
connection with this agreement, the Company may receive milestone payments associated with certain development and approval events and sales and marketing events. In addition, the
Company may receive royalty payments based on net sales of licensed products derived from the licensed technology. The royalty term, which is on a country by country basis, related to each product
derived by the licensed technology is the later of a) the expiration of the patent as defined in the agreement or b) ten years after the first commercial sale of the product as defined
by the agreement. For the year ended December 31, 2003, the Company recognized revenue of $12.3 million related to $15.0 million of license and milestone payments that have been
deferred and are being recognized as revenue ratably over the contractual research and development term, a $5.0 million milestone payment for advancing a
lead nitric oxide enhancing COX-2 inhibitor into Phase I human testing and $3.0 million of research and development funding.

12. Income Taxes

A reconciliation of federal statutory income tax provision to the Company's actual provision is as follows:

Year Ended December 31,2003

2002

2001Benefit at federal statutory tax rate

$
(2,982
)
$
(5,896
)
$
(3,954
)Unbenefited operating losses


3,175


6,922


4,576State taxes, net of federal benefit


(550
)

(1,087
)

(729
)Non-deductible expenses


357


215


5Other





(154
)

102Income tax provision

$


$


$



The
significant components of the Company's deferred tax assets are as follows:

December 31,2003

2002Deferred tax assets:Net operating loss carryforwards

$
11,292

$
14,223Capitalized research costs, net of amortization


14,534


12,969Tax credit carryforwards


4,791


3,504Deferred revenue


4,369


252Depreciation


288


286Accrued expenses


202


181Other


27


2635,503


31,441Valuation allowance


(35,503
)

(31,441
)Net deferred tax assets

$


$



65

---

The
Company has increased its valuation allowance by $4,062,000 in 2003 to provide a full valuation allowance for deferred tax assets since the realization of these benefits is not
considered more likely than not. At December 31, 2003, the Company has unused net operating loss carryforwards of approximately $28,649,000 available to reduce federal taxable income expiring
in 2010 through 2023 and $24,741,000 available to reduce state taxable income expiring in 2003 through 2008. The Company also has federal and state research tax credits of approximately $5,694,000
available to offset federal and state income taxes, both of which expire beginning in 2010. The net operating losses and tax credit carryforwards may be subject to the annual limitation provisions of
Internal Revenue Code (IRC) Sections 382 and 383. No income tax payments were made in 2003, 2002 or 2001.

13. Commitments and Contingencies

In connection with its pursuit of obtaining FDA approval of BiDil, the Company contracted with a consulting firm for services related to the development approval
process of BiDil. The agreement provides for payment of legal consulting fees if and when the Company receives written FDA approval of BiDil. At December 31, 2003, the Company estimates the
potential payment to be approximately $1,097,000 for services incurred to date, which will be accrued when FDA approval becomes probable. In addition, the agreement requires the Company to pay
royalties on sales of BiDil product. The royalty term ends six months from the date of market introduction of an FDA approved generic version of the BiDil product.

An
academic institution has asserted that patents and patent applications which relate to the nitric oxide stent program may require a license from such institution. It is the opinion of
the Company's management and legal counsel that the disputed intellectual property has been validly licensed to, or is validly owned by, the Company. Accordingly, the accompanying financial statements
do not include any provision related to this claim.

14. Retirement Plan

The Company sponsors a 401(k) plan covering substantially all employees. The plan provides for salary deferral contributions by participants of up to 15% of
eligible wages not to exceed Federal requirements. Those employees over 50 years old are permitted to contribute an additional $1,000 per year. The Company does not match employee
contributions.

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15. Quarterly Results of Operations (Unaudited)

The following table presents unaudited quarterly financial data of the Company.

|                                                                      |  | Year Ended December 31, 2003 |       
|--------------------------------------------------------------------- |  | ---------------------------- | ------
|
|Net revenues                                                          |  | $                            | 1,694 
|Net income (loss)                                                     |  |                              | (3,187
|Net loss available to common stockholders                             |  |                              | (3,861
|Basic and diluted net loss available to common stockholders per share |  | $                            | (3.92 
|Weighted average common shares used to compute net loss per share     |  |                              | 985   

|                                                                      |  | Year Ended December 31, 2002 |       
|--------------------------------------------------------------------- |  | ---------------------------- | ------
|
|Net revenues                                                          |  | $                            | 187   
|Net loss                                                              |  |                              | (3,668
|Net loss available to common stockholders                             |  |                              | (4,342
|Basic and diluted net loss available to common stockholders per share |  | $                            | (4.51 
|Weighted average common shares used to compute net loss per share     |  |                              | 963   

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2003. Based on this evaluation, our chief executive officer and
chief financial officer concluded that, as of December 31, 2003, our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including
our consolidated subsidiaries, is made known to our chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being
prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms.

No
change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

Information regarding our directors and executive officers may be found under the captions "Election of Directors" and "Executive Officers" in the Proxy Statement
for our 2004 Annual Meeting of Stockholders. Such information is incorporated herein by reference.

Audit Committee

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Additional information
regarding the Audit Committee may be found under the captions "Board of Directors Meetings and Committee Meetings" and "Report of the Audit Committee" in the Proxy Statement for our 2004 Annual
Meeting of Stockholders. Such information is incorporated herein by reference.

Audit Committee Financial Expert

The Board of Directors has designated Davey S. Scoon as the "Audit Committee Financial Expert" as defined by Item 401(h) of Regulation S-K of
the Exchange Act and determined that he is independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act.

Section 16(a) Beneficial Ownership Reporting Compliance

Information regarding Section 16(a) Beneficial Ownership Reporting Compliance may be found under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement for our 2004 Annual Meeting of Stockholders. Such information is incorporated herein by reference.

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Code of Ethics

We have adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions) as well as our employees. A copy of our Code of Business Conduct and Ethics is attached as an exhibit to
this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this item may be found under the captions "Directors' Compensation," "Compensation Committee Interlocks and Insider Participation,"
"Executive Compensation," and "Employment Agreements," in the Proxy Statement for our 2004 Annual Meeting of Stockholders. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to this item may be found under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement for
our 2004 Annual Meeting of Stockholders. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to this item may be found under the caption "Certain Relationships and Related Transactions" in the Proxy Statement for our 2004 Annual
Meeting of Stockholders. Such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to this item may be found under the caption "Audit Fees" in the Proxy Statement for our 2004 Annual Meeting of Stockholders. Such
information is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned.

|                     |  |     |  | NITROMED, INC.                                                                           
|-------------------- |  | --- |  | -----------------------------------------------------------------------------------------
|Date: March 30, 2004 |  | By: |  | /s/MICHAEL D. LOBERG, PH.D.Michael D. Loberg, Ph.D.
President and Chief Executive Officer

Pursuant
to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the dates indicated.

|Signature                                                   |  | Title                                                                            |  | Date          
|----------------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | --------------
|/s/MICHAEL D. LOBERG, PH.D.Michael D. Loberg, Ph.D.         |  | President and Chief Executive Officer and Director (Principal Executive Officer) |  | March 30, 2004
|/s/JOSEPH GRIMMJoseph Grimm                                 |  | Chief Financial Officer (Principal Financial and Accounting Officer)             |  | March 30, 2004
|/s/ROBERT S. COHENRobert S. Cohen                           |  | Director                                                                         |  | March 30, 2004
|/s/ZOLA HOROVITZ, PH.D.Zola Horovitz, Ph.D.                 |  | Director                                                                         |  | March 30, 2004
|/s/ARGERIS KARABELAS, PH.D.Argeris Karabelas, Ph.D.         |  | Director                                                                         |  | March 30, 2004
|/s/MARK LESCHLYMark Leschly                                 |  | Director                                                                         |  | March 30, 2004
|/s/JOHN W. LITTLECHILDJohn W. Littlechild                   |  | Director                                                                         |  | March 30, 2004
|/s/JOSEPH LOSCALZO, M.D., PH.D.Joseph Loscalzo, M.D., Ph.D. |  | Director                                                                         |  | March 30, 2004
|/s/DAVEY S. SCOONDavey S. Scoon                             |  | Director                                                                         |  | March 30, 2004

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EXHIBIT INDEX

|Exhibit No. |           | Description
|----------- | --------- | -----------
|            | 3.1(1)    |            
|            | 3.2(1)    |            
|*           | 10.1(1)   |            
|*           | 10.2(1)   |            
|*           | 10.3(1)   |            
|            | 10.4(1)  |            
|            | 10.5(1)  |            
|            | 10.6(1)  |            
|            | 10.7(1)  |            
|            | 10.8(1)  |            
|            | 10.9(1)  |            
|            | 10.10(1) |            
|            | 10.11(1) |            
|*           | 10.12(1)  |            
|*           | 10.13(1)  |            
|*           | 10.14(1)  |            
|*           | 10.15(1)  |            
|            | 10.16(1)  |            
|            | 10.17(1)  |            
|            | 10.18(1)  |            
|            | 10.19     |            
|            | 10.20     |            
|            | 10.21     |            
|            |           |            

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| | 10.22 |  | Consulting Agreement between the Company and Joseph Loscalzo, M.D., Ph.D. dated October 27, 2003                                                                                               
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 14.1  |  | Code of Business Conduct and Ethics                                                                                                                                                            
| | 21.1  |  | Subsidiaries of the Company                                                                                                                                                                    
| | 23.1  |  | Consent of Ernst & Young LLP, Independent Auditors                                                                                                                                             
| | 31.1  |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | 31.2  |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | 32.1  |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                          
| | 32.2  |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                         

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