UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~ the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 19, 2009

~~Date of Report (Date of earliest event reported): February 23~~NITROMED, ~~2009~~INC.

~~NitroMed, Inc.~~(Exact Name of Registrant as Specified in Charter)

(Exact name of registrant as specified in its charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

45 Hayden Avenue, Suite 3000 Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

Delaware	000-50439	22-3159793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
45 Hayden Avenue, Suite 3000 Lexington, Massachusetts		02421
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 266-4000

(Former ~~name~~Name or ~~former~~ ~~address~~Former Address, if ~~changed~~Changed ~~since~~Since ~~last report~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ Soliciting ~~5.02~~material pursuant ~~Departure~~to ofRule 14a-12 ~~Directors~~under orthe ~~Certain~~Exchange ~~Officers;~~Act ~~Election~~(17 ofCFR ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~240.14a-12)

On¨ Pre-commencement ~~February 23,~~communications 2009, NitroMed, Inc. (“NitroMed”) entered into a letter agreement (the “Letter Agreement”) with Kenneth M. Bate, NitroMed’s President, Chief Executive Officer and Interim Chief Financial Officer. The Letter Agreement sets forth the terms pursuant to ~~which Mr.~~Rule ~~Bate will be terminated without cause immediately prior to the closing of the merger~~ 14d-2(~~the “Merger”~~b) ~~contemplated by that certain Agreement and Plan of Merger, dated as of January~~ ~~27,~~under ~~2009,~~the byExchange ~~and~~Act ~~among~~(17 ~~NitroMed,~~CFR ~~NTMD Parent Acquisition Corp~~240., NTMD Acquisition Corp., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited.14d-2(b))

~~The~~¨ Pre-commencement ~~Letter~~communications ~~Agreement~~pursuant ~~makes reference~~ to ~~that certain Retention Agreement, dated as of January~~Rule ~~23, 2007, between NitroMed and Mr. Bate~~ 13e-4(~~the “Retention Agreement”~~c)~~, as amended by that certain letter amendment, dated as of December~~ ~~29, 2008, pursuant to which Mr. Bate is entitled to receive severance payments in the event Mr. Bate’s employment with NitroMed is terminated~~ under ~~certain~~ ~~circumstances in connection with or subsequent to a change in control of NitroMed (as defined in~~ the ~~Retention~~Exchange ~~Agreement). Pursuant~~Act to the terms of the Letter Agreement, in connection with and upon the termination without cause of Mr. Bate’s employment immediately prior to the effective time of the Merger, NitroMed has agreed to provide Mr. Bate with the benefits set forth in the Retention Agreement, including without limitation (~~A) a~~17 ~~lump~~CFR ~~sum payment of (i) Mr~~240. ~~Bate’s base salary through the date of termination plus any deferred pay and any vacation time,~~ 13e-4(iic) ~~an amount equal to Mr. Bate’s highest annual base salary during the two year period prior to the closing of the Merger and (iii~~) an amount equal to Mr. Bate’s then current annual bonus target percentage multiplied by Mr. Bate’s highest base salary over the last two years, and (B) continued benefits coverage for Mr. Bate and his family for 12 months following termination at least equal to the benefits that NitroMed provided prior to Mr. Bate’s termination. NitroMed’s obligation to provide the benefit coverage set forth in clause (B) of the preceding sentence will cease if Mr. Bate becomes employed by another employer and is eligible to receive benefits through that other employer.

~~The Letter~~Item ~~Agreement clarifies that Mr~~2. ~~Bate will be terminated without cause immediately prior to the Merger and does not confer any additional benefits upon Mr~~02. ~~Bate~~ ~~that~~Results heof ~~would~~Operations ~~not otherwise be entitled to receive pursuant to existing agreements between Mr. Bate~~ and ~~NitroMed. In~~Financial ~~addition, Mr~~Condition. ~~Bate waives his right in the Letter Agreement to assert against NitroMed, and releases NitroMed from, any legal claims arising through and including the closing date of the Merger.~~

~~The material~~On ~~terms~~March 19, ~~and~~2009, NitroMed, Inc. ~~conditions~~(“NitroMed”) ofannounced ~~the~~its ~~Retention~~financial ~~Agreement~~results ~~and~~for the ~~subsequent~~ ~~letter~~quarter ~~amendment~~and ~~were~~year ~~previously~~ended ~~reported~~December 31, on2008. ~~Current~~The full ~~Reports~~text onof ~~Form 8-K~~the press ~~that~~release ~~were~~issued ~~filed~~in onconnection ~~January 25,~~with ~~2007~~the ~~and~~announcement ~~December 31,~~is ~~2008,~~attached ~~respectively,~~as Exhibit 99.1 ~~and~~to ~~such~~this ~~previously~~Current ~~filed~~Report ~~Forms~~on Form 8-K ~~are incorporated herein by reference~~.

The ~~foregoing~~ ~~description~~information in Item 2.02 of this Form 8-K and the ~~Letter~~Exhibit attached ~~Agreement~~hereto ~~does~~shall not ~~purport~~be todeemed be“filed” ~~complete~~for purposes ~~and~~of isSection 18 ~~qualified~~of inthe ~~its~~Securities ~~entirety~~Exchange byAct of 1934 (the ~~Letter~~“Exchange ~~Agreement~~Act”) or otherwise subject to the liabilities of that section, ~~which~~nor isshall ~~filed~~it asbe ~~Exhibit 10.1~~deemed toincorporated ~~this~~by ~~Current~~reference ~~Report~~in onany ~~Form 8-K~~filing ~~and~~under isthe ~~incorporated~~Securities ~~herein~~Act byof 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~Item~~Important ~~9.01~~Additional ~~Financial~~Information ~~Statements~~Filed ~~and~~with ~~Exhibits.~~the SEC

NitroMed has filed with the Securities and Exchange Commission (d“SEC”) ~~Exhibits~~ and mailed to its stockholders a definitive proxy statement in connection with the proposed merger with Deerfield Management. The proxy statement contains important information about NitroMed, the proposed merger and related matters. Investors and security holders of NitroMed are urged to read the proxy statement carefully.

~~See~~Investors ~~Exhibit~~and security holders are able to obtain free copies of the proxy statement for the proposed merger and other documents filed with the SEC by NitroMed through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the proxy statement for the proposed merger by contacting NitroMed, ~~Index~~Inc., ~~attached~~Attn: ~~hereto~~Secretary, 45 Hayden Avenue, Suite 3000, Lexington, MA 02421.

2NitroMed and its directors and executive officer may be deemed to be participants in the solicitation of proxies in respect of the transaction contemplated by the merger agreement with Deerfield Management. Information regarding NitroMed’s directors and executive officers is contained in NitroMed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its proxy statement dated April 16, 2008, which are filed with the SEC, and in NitroMed’s definitive proxy statement relating to the proposed merger with Deerfield Management, which was filed with the SEC on March 13, 2009. As of February 28, 2009, NitroMed’s directors and executive officers, and funds affiliated with such individuals, owned approximately 33% of NitroMed’s common stock. A more complete description of the interests of NitroMed’s directors and officers is available in the definitive proxy statement relating to the proposed merger with Deerfield Management.

~~SIGNATURE~~Forward Looking Statements

~~Pursuant~~Statements in tothis document regarding the ~~requirements~~proposed merger with Deerfield, including without limitation the expected timetable for completing the transaction and the amount of cash per share NitroMed’s stockholders will receive in the merger, and other statements about NitroMed’s management team’s future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of The Private Securities ~~Exchange~~Litigation Reform Act of 1995. Any statements that are not statements of ~~1934~~historical fact (including statements containing the words “believes,” “plans,” “could,” “anticipates,” “expects,” “estimates,” “plans,” “should,” ~~the~~“target,” ~~registrant~~“will,” ~~has~~“would” ~~duly~~and ~~caused~~similar ~~this~~expressions) ~~report~~should toalso be ~~signed~~considered onto be ~~its~~forward-looking ~~behalf~~statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the ability of NitroMed and Deerfield Management to complete the ~~undersigned~~proposed ~~hereunto~~merger ~~duly~~due ~~authorized.~~to the failure to obtain stockholder approval or the failure to satisfy other conditions to the closing set forth in

	NITROMED, INC.
Date: February 26, 2009	By:	/s/ Kenneth M. Bate
		Kenneth M. Bate President, Chief Executive Officer and Interim Chief Financial Officer

3the merger agreement, as well as other factors described in NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2008 and the other filings that NitroMed makes with the SEC.

~~EXHIBIT~~In addition, ~~INDEX~~the statements in this document reflect NitroMed’s expectations and beliefs as of the date of this document. NitroMed anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while NitroMed may elect to update these forward-looking statements publicly at some point in the future, it specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing NitroMed’s views as of any date after the date of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Letter Agreement, dated as of February 23, 2009, by and between NitroMed, Inc. and Kenneth M. Bate

Item 9.01. Financial Statements and Exhibits.

4(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by NitroMed, Inc. on March 19, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NITROMED, INC.

Date: March 19, 2009	By:	/s/ Kenneth M. Bate

		Kenneth M. Bate
		President, Chief Executive Officer and Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release issued by NitroMed, Inc. on March 19, 2009.

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