Related Party Transactions and Outside Related Director Information

Nitromed, Inc. (NTMD)

4/20/2006 Proxy Information

John W. Littlechild previously served as President of Nitromed, Inc. from inception to May 1993.

Dr. Loscalzo, a member of our board of directors, has served as our consultant since 1992 and served as the Chair of our scientific advisory board from 1999 until 2005. In late 2005, we determined to replace our scientific advisory board with the technology review committee of the board of directors, of which Dr. Loscalzo is currently the Chairman. In October 2003, we entered into a consulting agreement with Dr. Loscalzo, as amended in April 2004, pursuant to which we have agreed to pay Dr. Loscalzo an annual retainer of $55,000 for consulting services. The agreement is for a period of ten years, subject to our right to terminate the agreement at any time on 30 daysŐ notice. In 2005, we paid Dr. Loscalzo an aggregate of $68,000 in consulting fees and we granted Dr. Loscalzo options to purchase 15,000 shares of our common stock pursuant to our 2003 plan. The option has an exercise price of $14.99 per share, which was the closing price of our common stock, as reported on NASDAQ, on the date of grant.

Dr. Loscalzo served as the Chairman of the Department of Medicine at Boston University Medical School, Physician-in-Chief, Boston Medical Center and Director of the Whitaker Cardiovascular Institute at the Boston Medical Center until June 2005. In June 1993, as amended in July 1997, January 1999 and December 2002, we entered into a research and license agreement with the Trustees of Boston University, or BU. Under the agreement, we have agreed to fund a multi-year research program at BU in the area of nitric oxide-enhancing medicines. This program was under the direction of Dr. Loscalzo during his tenure at BU. Our funding is principally for laboratory equipment and supplies as well as a portion of the salary of Martin Feelish, Ph.D., a professor of medicine at BU. We have also agreed to provide Dr. Feelish with access to our research facilities at the BU School of Medicine. Under the agreement, in exchange for our sponsored research funding, BU has granted us exclusive worldwide royalty-bearing rights to technology and inventions owned by BU 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. In 2005, we made payments to BU in the amount of $120,000 pursuant to this agreement, excluding the lease payments described below.

In May 2003, we entered into an oral agreement with BU pursuant to which we lease approximately 1,500 square feet of laboratory space from BU at its Evans Biomedical Research Center in Boston, Massachusetts. The lease has a term of three years, and we make annual rental payments of $60,000 pursuant to the lease. As provided above, we have agreed to make this space available to Dr. Feelish of BU. In 2005, we made payments to BU under this agreement in the amount of $60,000.