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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934            to
|- | ------------------------------------------------------------------------------------------------------



Commission file number 0-26476



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GLYCOGENESYS, INC.

(Exact name of Registrant as specified in its charter.)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 33-0231238                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



Park Square Building

31 St. James Avenue, 8th Floor

Boston, Massachusetts 02116

(Address of principal executive offices, including zip code.)



(617) 422-0674

Registrants telephone number, including area code.



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Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by the 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  x    No ̈



Indicate
by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The number of shares outstanding of the Registrants common stock, $.01 par value per share, at May 20, 2005 was 10,084,384 shares.



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##### Table of Contents

GLYCOGENESYS, INC.



INDEX



|                                                                                                   |  |      
|-------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                   |  | Page 
|Part IFinancial Information                                                                       |  |      
|Item 1.
Financial Statements (Unaudited)                                                           |  |      
|Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004                   |  | 3-4  
|Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 |  | 5    
|Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 |  | 6    
|Notes to Unaudited Condensed Consolidated Financial Statements                                     |  | 7-10 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations      |  | 11-13
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                 |  | 13-20
|Item 4.
Disclosure Controls and Procedures                                                         |  | 20   
|Part IIOther Information                                                                          |  |      
|Item 1.
Legal Proceedings                                                                          |  | 20   
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                |  | 20   
|Item 5.
Other Information                                                                          |  | 20   
|Item 6.
Exhibits                                                                                   |  | 20   
|Signatures                                                                                         |  | 21   



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##### Table of Contents

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)



GLYCOGENESYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



ASSETS



(Unaudited)



|                                          |  |               |           |   |                   |   |           |  
|----------------------------------------- |  | ------------- | --------- | - | ----------------- | - | --------- | -
|                                          |  | March 31,2005 |           |   | December 31, 2004 |  
|Current assets:                           |  |               |           |   |                   |   |           |  
|Cash and cash equivalents                 |  | $             | 2,485,334 |   |                   | $ | 2,245,790 |  
|Prepaid expenses and other current assets |  |               | 236,127   |   |                   |   | 341,981   |  
|                                          |  |               |           |   |                   |   |           |  
|Total current assets                      |  |               | 2,721,461 |   |                   |   | 2,587,771 |  
|                                          |  |               |           |   |                   |   |           |  
|Property and equipment, at cost:          |  |               |           |   |                   |   |           |  
|Computer, office and laboratory equipment |  |               | 874,684   |   |                   |   | 860,744   |  
|Furniture and fixtures                    |  |               | 294,291   |   |                   |   | 294,291   |  
|                                          |  |               |           |   |                   |   |           |  
|                                          |  |               | 1,168,975 |   |                   |   | 1,155,035 |  
|Less-accumulated depreciation             |  |               | (823,043  | ) |                   |   | (797,428  | )
|                                          |  |               |           |   |                   |   |           |  
|                                          |  |               | 345,932   |   |                   |   | 357,607   |  
|                                          |  |               |           |   |                   |   |           |  
|Other assets:                             |  |               |           |   |                   |   |           |  
|Restricted cash                           |  |               | 148,128   |   |                   |   | 148,128   |  
|Other                                     |  |               | 11,670    |   |                   |   | 11,670    |  
|                                          |  |               |           |   |                   |   |           |  
|Total other assets                        |  |               | 159,798   |   |                   |   | 159,798   |  
|                                          |  |               |           |   |                   |   |           |  
|Total assets                              |  | $             | 3,227,191 |   |                   | $ | 3,105,176 |  
|                                          |  |               |           |   |                   |   |           |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



3



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GLYCOGENESYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



LIABILITIES AND STOCKHOLDERS EQUITY



(Unaudited)



|                                                                                                                                         |  |                |             |   |                   |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                         |  | March 31, 2005 |             |   | December 31, 2004 |  
|Current liabilities:                                                                                                                     |  |                |             |   |                   |   |             |  
|Accounts payable                                                                                                                         |  | $              | 2,035,645   |   |                   | $ | 1,313,196   |  
|Accrued liabilities                                                                                                                      |  |                | 577,844     |   |                   |   | 445,970     |  
|                                                                                                                                         |  |                |             |   |                   |   |             |  
|Total current liabilities                                                                                                                |  |                | 2,613,489   |   |                   |   | 1,759,166   |  
|                                                                                                                                         |  |                |             |   |                   |   |             |  
|Commitments and contingencies                                                                                                            |  |                |             |   |                   |   |             |  
|Stockholders equity:                                                                                                                    |  |                |             |   |                   |   |             |  
|Preferred stock, $0.01 par value, liquidation value $24,050,111 and $21,929,692 as of March 31, 2005 and December 31, 2004,
respectively |  |                | 117         |   |                   |   | 97          |  
|Common stock, $0.01 par value                                                                                                            |  |                |             |   |                   |   |             |  
|Authorized  33,333,333 shares at March 31, 2005 and December 31, 2004                                                                   |  |                |             |   |                   |   |             |  
|Issued and outstanding  10,084,384 and 10,084,354 shares at March 31, 2005 and December 31, 2004, respectively                          |  |                | 100,844     |   |                   |   | 100,844     |  
|Additional paid-in capital                                                                                                               |  |                | 97,571,385  |   |                   |   | 95,794,745  |  
|Accumulated deficit                                                                                                                      |  |                | (97,058,644 | ) |                   |   | (94,549,676 | )
|                                                                                                                                         |  |                |             |   |                   |   |             |  
|Total stockholders equity                                                                                                               |  |                | 613,702     |   |                   |   | 1,346,010   |  
|                                                                                                                                         |  |                |             |   |                   |   |             |  
|Total liabilities and stockholders equity                                                                                               |  | $              | 3,227,191   |   |                   | $ | 3,105,176   |  
|                                                                                                                                         |  |                |             |   |                   |   |             |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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##### Table of Contents

GLYCOGENESYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited)



|                                                     |  |                              |            |   |      |   |            |  
|---------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                     |  | Three Months Ended March 31, |           
|                                                     |  | 2005                         |            |   | 2004 |  
|Operating expenses:                                  |  |                              |            |   |      |   |            |  
|Research and development                             |  | $                            | 1,520,104  |   |      | $ | 1,379,476  |  
|General and administrative                           |  |                              | 995,429    |   |      |   | 1,281,851  |  
|                                                     |  |                              |            |   |      |   |            |  
|Total operating expenses                             |  |                              | 2,515,533  |   |      |   | 2,661,327  |  
|                                                     |  |                              |            |   |      |   |            |  
|Operating loss                                       |  |                              | (2,515,533 | ) |      |   | (2,661,327 | )
|                                                     |  |                              |            |   |      |   |            |  
|Other income:                                        |  |                              |            |   |      |   |            |  
|Interest income                                      |  |                              | 5,416      |   |      |   | 7,476      |  
|Other income                                         |  |                              | 1,149      |   |      |   | 2,895      |  
|                                                     |  |                              |            |   |      |   |            |  
|Total other income                                   |  |                              | 6,565      |   |      |   | 10,371     |  
|                                                     |  |                              |            |   |      |   |            |  
|Net loss                                             |  |                              | (2,508,968 | ) |      |   | (2,650,956 | )
|Accretion of preferred stock dividends               |  |                              | (120,419   | ) |      |   | (113,771   | )
|                                                     |  |                              |            |   |      |   |            |  
|Net loss applicable to common stock                  |  | $                            | (2,629,387 | ) |      | $ | (2,764,727 | )
|                                                     |  |                              |            |   |      |   |            |  
|Basic and diluted net loss per common share          |  | $                            | (0.26      | ) |      | $ | (0.33      | )
|                                                     |  |                              |            |   |      |   |            |  
|Weighted average number of common shares outstanding |  |                              | 10,084,384 |   |      |   | 8,272,794  |  
|                                                     |  |                              |            |   |      |   |            |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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##### Table of Contents

GLYCOGENESYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)



|                                                                                             |  |                              |            |   |      |   |            |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                             |  | Three Months Ended March 31, |           
|                                                                                             |  | 2005                         |            |   | 2004 |  
|Cash flows from operating activities:                                                        |  |                              |            |   |      |   |            |  
|Net loss                                                                                     |  | $                            | (2,508,968 | ) |      | $ | (2,650,956 | )
|Adjustments to reconcile net loss to net cash used in operating and discontinued activities: |  |                              |            |   |      |   |            |  
|Stock-based compensation expense to non-employees                                            |  |                              | 6,162      |   |      |   | 4,244      |  
|Depreciation and amortization                                                                |  |                              | 25,615     |   |      |   | 29,677     |  
|Changes in assets and liabilities:                                                           |  |                              |            |   |      |   |            |  
|Prepaid expenses and other current assets                                                    |  |                              | 105,854    |   |      |   | 48,390     |  
|Accounts payable                                                                             |  |                              | 722,449    |   |      |   | 149,758    |  
|Accrued liabilities                                                                          |  |                              | 131,874    |   |      |   | 123,139    |  
|Net liabilities of discontinued operations                                                   |  |                              |           |   |      |   | (22,229    | )
|                                                                                             |  |                              |            |   |      |   |            |  
|Net cash used in operating and discontinued activities                                       |  |                              | (1,517,014 | ) |      |   | (2,317,977 | )
|                                                                                             |  |                              |            |   |      |   |            |  
|Cash flows from investing activities:                                                        |  |                              |            |   |      |   |            |  
|Purchase of property and equipment                                                           |  |                              | (13,940    | ) |      |   | (112,598   | )
|                                                                                             |  |                              |            |   |      |   |            |  
|Net cash used in investing activities                                                        |  |                              | (13,940    | ) |      |   | (112,598   | )
|                                                                                             |  |                              |            |   |      |   |            |  
|Cash flows from financing activities:                                                        |  |                              |            |   |      |   |            |  
|Proceeds from sale of capital stock, net of issuance costs                                   |  |                              | 1,770,498  |   |      |   | 4,309,195  |  
|Proceeds from exercise of warrants and stock options                                         |  |                              |           |   |      |   | 6,340      |  
|                                                                                             |  |                              |            |   |      |   |            |  
|Net cash provided by financing activities                                                    |  |                              | 1,770,498  |   |      |   | 4,315,535  |  
|                                                                                             |  |                              |            |   |      |   |            |  
|Net increase in cash and cash equivalents                                                    |  |                              | 239,544    |   |      |   | 1,884,960  |  
|Cash and cash equivalents, beginning balance                                                 |  |                              | 2,245,790  |   |      |   | 3,193,575  |  
|                                                                                             |  |                              |            |   |      |   |            |  
|Cash and cash equivalents, ending balance                                                    |  | $                            | 2,485,334  |   |      | $ | 5,078,535  |  
|                                                                                             |  |                              |            |   |      |   |            |  
|Supplemental disclosure of non-cash financing activities:                                    |  |                              |            |   |      |   |            |  
|Dividends accreted on Series B preferred stock                                               |  | $                            | 120,419    |   |      | $ | 113,771    |  
|                                                                                             |  |                              |            |   |      |   |            |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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##### Table of Contents

GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



(1) Basis of Presentation



The accompanying unaudited condensed consolidated financial statements of GlycoGenesys, Inc. (together with its subsidiaries, the Company) have been prepared
by the Company in accordance with accounting principles generally accepted in the United States of America applicable to interim periods, and with the rules and regulations of the Securities and Exchange Commission. In the opinion of management,
such financial statements reflect all adjustments, consisting of only normal recurring adjustments, which are necessary for a fair presentation of the results of the interim periods presented. The results of operations for the interim periods shown
in this report are not necessarily indicative of results expected for the full year. These financial statements do not include disclosures associated with the annual financial statements and, accordingly, should be read in conjunction with the
Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and footnotes for the year ended December 31, 2004, included in the Companys Annual Report on Form 10-K.



The preparation of financial statements in conformity with generally accepted accounting
principles 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
operating expenses during the period. Actual results could differ from those estimates.



(2) Operations



As of March 31, 2005, the
Company had an accumulated deficit of $97,058,644. Despite this accumulated deficit, the Company had a net working capital position (current assets less current liabilities) of $107,972 at March 31, 2005. On May 23, 2005, the Company
completed a financing by issuing 4,500 shares of Series D convertible preferred stock with warrants for net proceeds of $4.2 million (see Subsequent Event, Footnote (6)). The Company believes that its existing funds will be sufficient to fund its
operating expenses and capital requirements through the third quarter of 2005. The Company intends to raise additional capital through partnering with a larger pharmaceutical or biotechnology company or through equity financings to support its
continued operations. Since inception, the Company has funded its operations primarily through the proceeds from the sale of equity securities. From the inception of the Company through March 31, 2005, the Company has been successful in raising
$78.2 million from the sales of equity securities.



The Companys future
is dependent upon its ability to obtain financing to fund its operations. As of May 23, 2005, the Company has not obtained commitments from any existing or potential investors to provide additional financing. The Company expects to incur substantial
additional operating costs, including costs related to ongoing research and development activities, preclinical studies and clinical trials. To the extent that the Company is unable to raise additional capital on a timely basis, management plans to
slow down research activity to conserve cash. In the event additional financing is not obtained, the Company may be required to significantly reduce or curtail operations.



In its Annual Report on Form 10-K for the year ended December 31, 2004, the Company reported that there is substantial doubt that the
Company will have the ability to continue as a going concern and, therefore, may be unable to realize its assets and discharge its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.



Principal risks to the Company include the need to obtain adequate financing to fund future
operations, the successful development and marketing of pharmaceutical products, dependence on collaborative partners, United States Food and Drug Administration approval, dependence on key individuals and competition from substitute products and
larger companies.



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##### Table of Contents

GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



(3) Net Loss Per Common Share



Basic loss per share is computed using the weighted-average number of common shares
outstanding. The dilutive effect of the potential common shares consisting of outstanding stock options and warrants is determined using the treasury stock method in accordance with SFAS No. 128. Diluted loss per share for the three month period
ended March 31, 2005 and 2004 exclude the potential common shares from convertible preferred stock, warrants and stock options because to include these shares would be anti-dilutive. At March 31, 2005 and 2004, there were 5,614,320 and 2,487,694
warrants outstanding, respectively, and 677,748 and 311,530 stock options outstanding, respectively, which were omitted from the net loss per common stock calculations, and 3,721,376 and 1,861,995 shares, respectively, issuable upon conversion of
outstanding shares of preferred stock which were also omitted.



(4) Equity



(a) Issuance of Preferred Stock



In the three months ended March 31, 2005, the Company issued 2,000 shares of
Series D convertible preferred stock in connection with a financing for gross consideration of $2,000,000.



(b) Issuance of Common Stock



In the three months ended March 31, 2005, the Company issued 30 shares of common stock in connection with rounding from the reverse stock split which occurred in December
2004.



(c) Stock, Stock Options, and Warrants



The Company has authorized 5,000,000 shares of preferred stock, $0.01 par value. Such
preferred stock consists of:



| |  | Series A convertible preferred stock, 7,500 shares authorized; 6,153.51 shares issued and outstanding as of March 31, 2005 and December 31, 2004 (liquidation value $14,953,041).
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Series B convertible preferred stock, 6,000 authorized; 3,471.15 shares issued and outstanding as of March 31, 2005 and December 31, 2004 (liquidation value $7,097,070 and
$6,976,651, respectively).
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Series D convertible preferred stock, 10,000 authorized; 2,000 and 0 shares issued and outstanding as of March 31, 2005 and December 31, 2004 (liquidation value $2,000,000).
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has authorized 33,333,333 shares of common stock,
$0.01 par value. At March 31, 2005 and December 31, 2004, there were 10,084,384 and 10,084,354 shares issued and outstanding, respectively.



During the three months ended March 31, 2005 and 2004, the Company granted options to purchase 358,147 and 53,250 shares of common stock, respectively, at a weighted
average exercise price of $1.04 and $8.19, respectively, per share to employees and consultants. Options to purchase 183 shares of common stock were exercised during the three months ended March 31, 2004 at a weighted average price of $1.62 for
$297. No options were exercised during the three months ended March 31, 2005. Options to purchase 1,195 shares were cancelled during the three months ended March 31, 2005. No options were cancelled during the three months ended March 31, 2004.



During the three months ended March 31, 2005 and 2004, the Company issued
warrants to purchase 2,060,000 and 447,091 shares of common stock, respectively, at a weighted average exercise price of $1.23 and $10.79, respectively. During the three months ended March 31, 2004 warrants to purchase 25,717 shares were exercised
at a weighted average price of $0.24 for $6,044. No warrants were exercised during the three months ended March 31, 2005. No warrants were cancelled during the three months ended March 31, 2005 and 2004.



Total non-cash expense related to stock, stock option and warrant grants recorded in the
accompanying consolidated statements of operations for the three months ended March 31, 2005 and 2004 amounted to $6,162 and $4,244, respectively.



(d) Stock-based compensation plans



The Company has stock-based employee compensation plans that are described more fully in Note 4 to the Companys consolidated financial statements included in the
Annual Report on Form 10-K for the year ended December 31, 2004. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in the Consolidated Statements of Operations, as all options granted under these plans had an exercise price equal to or greater than the market value of the underlying common
stock on the dates of grant. The following table illustrates the effect on net loss and net loss per common share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation
to stock-based employee compensation.



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##### Table of Contents

GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



Had the compensation cost for the plans been determined based on the fair value at the grant
dates for awards under the plans consistent with the method described in SFAS No. 123, the Companys net loss and basic and diluted net loss per common share on a pro forma basis would have been:



|                                                                                                        |  |                              |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                        |  | Three Months Ended March 31, |           
|                                                                                                        |  | 2005                         |            |   | 2004 |  
|Net loss applicable to common stock, as reported                                                        |  | $                            | (2,629,387 | ) |      | $ | (2,764,727 | )
|Total stock-based employee compensation expense determined under fair value based method for all awards |  |                              | (86,587    | ) |      |   | (188,096   | )
|                                                                                                        |  |                              |            |   |      |   |            |  
|Pro forma net loss applicable to common stock                                                           |  | $                            | (2,715,974 | ) |      | $ | (2,952,823 | )
|                                                                                                        |  |                              |            |   |      |   |            |  
|Basic and diluted net loss per common share, as reported                                                |  | $                            | (0.26      | ) |      | $ | (0.33      | )
|                                                                                                        |  |                              |            |   |      |   |            |  
|Pro forma basic and diluted net loss per common share                                                   |  | $                            | (0.27      | ) |      | $ | (0.36      | )
|                                                                                                        |  |                              |            |   |      |   |            |  



The preceding pro forma results were
calculated using the Black-Scholes option-pricing model. The following assumptions were used for options granted during the three months ended March 31, 2005 and 2004, respectively: (1) risk-free interest rates of 4.3% and 4.7%, respectively; (2)
dividend yields of 0.0% and 0.0%, respectively; (3) expected lives of 7.1 and 7.5 years, respectively; and (4) volatility of 90% and 84%, respectively. The weighted average fair value of options granted during the three months ended March 31, 2005
and 2004 was $1.04 and $8.19, respectively. Results may vary depending on the assumptions applied within the model.



Stock or other equity-based compensation for non-employees is accounted for under the fair value-based method as required by SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services and other related interpretations. Under this method, the
equity-based instrument is valued at either the fair value of the consideration received or the equity instrument issued on the date of grant. The resulting compensation cost is recognized and charged to operations over the service period, which is
usually the vesting period.



In December 2004, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123R, Share-Based Payment (SFAS No. 123R). This Statement is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which
an entity obtains employee services in share-based payment transactions. The Statement requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards (with
limited exceptions). SFAS No. 123R is effective for the Company on January 1, 2006.



The Company is evaluating the two methods of adoption allowed by SFAS No. 123R; the modified-prospective transition method and the modified-retrospective transition method.



(5) Legal Proceedings



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##### Table of Contents

GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



Platt Litigation.On January 29, 2004, David Platt commenced suit
against the Company and certain current and former directors of the Company in the Massachusetts Superior Court, Suffolk County. In his Complaint, Platt seeks damages for alleged breach of his severance agreement with the Company, including the
failure to pay approximately $180,000 in severance benefits and alleged breaches in connection with maintenance by the Company of certain restrictions on Platts sale of stock. The Complaint further asserts claims against certain current and
former directors of the Company for alleged breaches of fiduciary duty in failing to assist in the removal of restrictive legends on David Platts shares. Platt also purports to state claims for double or treble damages, as well as attorney
fees, under General Laws Chapter 93A, Section 11, the Massachusetts Unfair Trade Practice Act. The case has been assigned under case number 04-0398 and will be heard in the Business Litigation Session of the Suffolk County Superior Court. The
Company believes these claims are without merit.



On February
23, 2004, the Company filed its answer and counterclaimed against David Platt for breach of his severance agreement, against Pro-Pharmaceuticals, Inc. for tortious interference with the severance agreement, and against Platt and Pro-Pharmaceuticals,
Inc. for misappropriation of proprietary rights and for unfair and deceptive acts. The Company seeks monetary damages and injunctive relief to prevent David Platt and Pro-Pharmaceuticals from engaging in certain competitive activities relating to
the use of polysaccharides to treat cancer and further seeks the assignment by David Platt and Pro-Pharmaceuticals of certain intellectual property, including Davanat®, to the Company. Under the counterclaim for unfair and deceptive acts, the Company is seeking treble damages as well as
attorneys fees.



On June 21, 2004, the Company added a
supplemental counterclaim against David Platt and Pro-Pharmaceuticals for injurious falsehood, unfair competition and unfair and deceptive acts relating to statements made by Pro-Pharmaceuticals regarding certain foreign patent applications the
Company discontinued prosecuting and contractually returned to David Platt. The Company seeks injunctive relief and monetary damages.



Discovery is proceeding in this matter. A trial is not expected until early 2006.



Re-examination.On January 28, 2005, the Company was informed that Pro-Pharmaceuticals made a request to the U.S.
Patent and Trademark Office, or USPTO, to reexamine the Companys U.S. Patent 6,680,306 Method for Enhancing the Effectiveness of Cancer Therapies (the 306 Patent) issued in January 2004 to challenge the claims of
that patent. On April 12, 2005, the USPTO issued an office action in connection with the reexamination with questions regarding the validity of the claims. The Company plans to respond to the issues raised in the office action in due course. This
reexamination does not affect the Companys plans for development or commercialization of GCS-100, regardless of its outcome. The 306 Patent was thoroughly reviewed by the USPTO and the Company believes it was properly issued.



Re-examinations can be requested by any party and are frequently requested
by parties who believe their ability to commercialize a product may be adversely affected by an issued patent and who wish to challenge claims in the patent. The 306 Patent broadly claims the use of carbohydrates that bind to galectins,
including GCS-100, prior to or in combination with chemotherapy or surgery for the treatment of cancer. Pro-Pharmaceuticals, Inc. has publicly stated that its lead drug candidate, Davanat®, which is a carbohydrate, binds to galectins and is used in combination with
chemotherapy.



(6) Subsequent Events



On May 23, 2005, the Company completed the second closing of the
Series D financing as contemplated by the purchase agreement dated March 4, 2005, by issuing 4,500 shares of Series D convertible preferred stock, each share converting into 1,000 shares of common stock, subject to future adjustment. Also, in
connection with this closing, the Company issued warrants to purchase 4,500,000 shares of common stock at $1.23, subject to future adjustment. The Company received $4.2 million in net proceeds. The second closing had been subject to shareholder
approval, which was obtained at a special stockholders meeting on May 10, 2005, and satisfaction of customary closing conditions.



On April 7, 2005, the Company received a letter from Nasdaq indicating that as of December 31, 2004, it did not comply with Nasdaq Marketplace Rule
4310(c)(2)(B), which requires listed companies to have (i) a minimum of $2,500,000 in stockholders equity, (ii) $35,000,000 or more in market value of listed securities or (iii) $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed fiscal years. In the letter, Nasdaq requested that we provide our specific plan to achieve and sustain compliance with Nasdaq SmallCap Market listing requirements. Based on
the review of the plan submitted by the Company, Nasdaq believes the Company provided a definitive plan evidencing its ability to achieve and sustain such compliance. Nasdaq will continue to monitor the Companys ongoing compliance with the
stockholders equity requirement and if the Company does not have at least $2,500,000 in stockholders equity as of the filing of its June 30, 2005 Form 10-Q, it may be subject to delisting.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto.



The following contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. All forward-looking statements involve risks and uncertainty.
Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. The Companys actual results may differ materially from the results anticipated in the forward-looking statements. See Quantitative and Qualitative Disclosures about Market
RiskCertain Factors that May Affect Future Results included herein for a discussion of factors that could contribute to such material differences. In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. The Company disclaims any obligation to update or revise
the information provided in this report to reflect future events.



Overview



GlycoGenesys, Inc. (together, with its subsidiaries, as the context requires,
the Company) is a biotechnology company focused on carbohydrate-based drug development. The Companys drug candidate GCS-100, a potential treatment for multiple forms of solid tumors and bloodborne cancers, completed a Phase II(a)
clinical trial for colorectal cancer using a 20 mg/m2dose the results of which were announced in March 2001 and
completed a Phase II(a) clinical trial for pancreatic cancer using a 20 mg/m2dose the results of which were
announced in October 2002. We announced the results of a Phase I dose escalation trial in October 2003, dosing in patients at levels up to 80 mg/m2.



The Companys near-term
objectives are to continue to proceed through the various phases of United States Food and Drug Administration (FDA) clinical trials for GCS-100LE, a low-ethanol formulation of GCS-100, and to secure the necessary financial resources to
conduct such trials, through repartnering with a large biotechnology or pharmaceutical company and raising funds in the capital market.



In pursing these objectives, in May 2004, the Company initiated a Phase I dose escalation trial in multiple solid tumor indications evaluating GCS-100LE at Sharp Memorial
Hospital, Clinical Oncology Research in San Diego. Two additional centers for this trial were initiated in January 2005: the University of Arizona Cancer Center at Tucson and at Scottsdale, AZ. The Company continues to enroll patients in this trial.
To date, the Company has enrolled 17 patients and has not reached a dose limiting toxicity after completing the fifth of six planned dose levels. The Company is now enrolling patients in the sixth dose level which is 200mg/m2. This dose is more that double the 80 mg/m2given in the previous dose escalation trial. In addition, the first trial in a planned two-trial program testing GCS-100LE in multiple myeloma at Dana-Farber Cancer Institute, Boston, MA was initiated
in March 2005; the second trial is expected to begin early 2006. The Company plans to begin a Phase I/II trial testing GCS-100LE in chronic lymphocytic leukemia (CLL) in the third quarter 2005 and a Phase II solid tumor trial with GCS-100LE in late
2005 which will likely test GCS-100LE in combination with an approved cancer therapy.



In December 2002, the Company and Elan International Services, Ltd. (EIS) and Elan Corporation, plc (together with EIS, Elan) terminated their joint venture (SafeScience Newco, Ltd.) formed in July 2001 to advance
GCS-100 in the field of oncology and as a result, the Company regained all rights to GCS-100. The Companys goal is to consummate a partnering transaction with a biotechnology or pharmaceutical company by the end of the third quarter of 2005.



The Companys business was founded in 1992 as IGG International, Inc. to
pursue carbohydrate-based pharmaceutical research for cancer therapeutics. In 1995, the Company merged with Alvarada Inc., a publicly-traded corporation having no active operations. In 1998, the Company changed its name to SafeScience, Inc. and in
October 2001 the Company changed its name to GlycoGenesys, Inc. The Companys principal executive offices are located at 31 St. James Avenue, 8th Floor, Boston, MA 02116 and the telephone number is (617) 422-0674. The Companys research
laboratory is located in Cambridge, MA. The Companys homepage is located on the World Wide Web at http://www.glycogenesys.com.



GlycoGenesys has two wholly-owned subsidiaries, International Gene Group, Inc. (IGG) and SafeScience Products, Inc. (SafeScience Products). These
subsidiaries are currently non-operating subsidiaries.



GCS-100 is a complex
carbohydrate intended to fight bloodborne and solid tumor cancers and their metastases, either as a monotherapy or in combination with approved chemotherapies. In addition to the intellectual property the Company owns relating to GCS-100, it has
exclusive licenses from David Platt and Wayne State University and the Barbara Ann Karmanos Cancer Institute relating to GCS-100.



Critical Accounting Policies



Our significant accounting policies are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2004. The accounting policies used in
preparing our interim consolidated financial statements for the three months ended March 31, 2005 are the same as those described in our Annual Report on Form 10-K.



The Companys critical accounting policies are those that are important to the portrayal of the Companys financial condition and
operating results and require managements most difficult subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company believes that its most critical
accounting policy relates to the accounting for its accrued liabilities, specifically clinical research organization costs. While the Company bases its judgments and estimates on historical experience and other assumptions that management believes
are appropriate and reasonable under current circumstances, actual results may differ from those estimates.



Accrued liabilities, specifically clinical research organization costs The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of
assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Specifically, management must make estimates of costs incurred to date



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but not yet invoiced in relation to external clinical research organization, or CRO, costs. Management analyzes the
progress of clinical trials, invoices received and budgeted costs when evaluating the adequacy of the accrued liability. Significant management judgments and estimates must be made and used in connection with the accrued balance in any accounting
period. Material differences may result in the amount and timing of the accrued balance for any period if management made different judgments or utilized different estimates.



Results of Operations: Three months ended March 31, 2005 versus March 31, 2004



We had a net loss, before preferred stock dividends, of $2,508,968 for the three months
ended March 31, 2005 versus $2,650,956 for the three months ended March 31, 2004.



Research and Development Expenses Developing carbohydrate-based therapeutic compounds is our primary business focus and to a lesser extent, we previously developed nontoxic agricultural products. The explanations of the
changes in these research and development areas from quarter-to-quarter are described in this section.



Our research and development expenses for the three months ended March 31, 2005 and 2004 were reported in the following financial statement captions:



|                                      |  |                              |           |   |      |   |          
|------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | ---------
|                                      |  | Three Months Ended March 31,
|                                      |  | 2005                         |           |   | 2004
|GCS-100 - R&D                         |  |                              | 1,537,916 |   |      |   | 1,363,910
|Other Products  R&D                  |  |                              | (17,812   | ) |      |   | 15,566   
|                                      |  |                              |           |   |      |   |          
|Total Research & Development expenses |  | $                            | 1,520,104 |   |      | $ | 1,379,476
|                                      |  |                              |           |   |      |   |          



Total research and development
expenses of $1,520,104 for the three months ended March 31, 2005 increased $140,628, or 10%, from $1,379,476 of expenses for the three months ended March 31, 2004.



Total GCS-100 development expenses of $1,537,916 for the three months ended March 31, 2005 represents an increase of $174,006 or 13%, from
the $1,363,910 of expenses for the three months ended March 31, 2004. This increase is primarily due to increased (i) consulting and third party contractor expenses of $207,000, (ii) analytical method expenses of $87,000, (iii) clinical site
expenses of $65,000, (iv) laboratory operation expenses of $55,000, (v) payroll expenses of $52,000, (vi) CRO expenses of $48,000 and (vii) $30,000 in increased preclinical expenses. These increases were partially offset by decreases of (i) $345,000
in production costs and (ii) regulatory expenses of $46,000.



Research and
development expenses for our previously developed agricultural compounds, which consisted primarily of registration and license fees, were offset by the cancellation of an accrued license fee of $25,000, resulting in a decrease in expenses of
$33,378, or 214%, to $(17,812) for the three months ended March 31, 2005 from $15,566 for the three months ended March 31, 2004. The Companys agricultural products have either been sold or are no longer being developed.



We may seek to expand our drug compound pipeline under development. Any new product
candidates will either be developed internally or licensed by us. The cost related to the development of new product candidates is projected to be in the range of $100,000-$250,000 during the next twelve months, but could vary significantly based on
the actual product candidates.



General and administrative expenses decreased
to $995,429 for the three months ended March 31, 2005 from $1,281,851 for the three months ended March 31, 2004, a decrease of $286,422, or 22%. This decrease is primarily attributable to decreased (i) legal and accounting fees of $162,000, (ii)
payroll expenses of $97,000, (iii) rent expense of $21,000 and (iv) consulting fees of $20,000. These decreases were partially offset by an increase in public relations activities of $25,000.



Interest income decreased to $5,416 for the three months ended March 31, 2005 from $7,476 for
the three months ended March 31, 2004, a decrease of $2,060, or 28%. This decrease is attributable to a reduction in cash available for investment partially offset by higher rates of return on those investments.



Liquidity and Capital Resources



For the three months ended March 31, 2005, our operations utilized cash of $1,517,014,
which, together primarily with increases in accounts payable and accrued liabilities and a decrease in prepaid expenses, funded our operating losses. We intend to raise additional funds through partnering with a larger pharmaceutical or
biotechnology company and/or sales of our securities.



As of March 31, 2005,
our accumulated deficit was $97,058,644 and as of May 23, 2005, our cash balances were $5,988,324.



We believe that our existing funds will be sufficient to fund our operating expenses and capital requirements through the third quarter of 2005 consistent with prioritizing R&D expenditures. Since inception, we
have funded our operations primarily through the proceeds from the sale of equity securities; however, there can be no assurance that additional equity financing will be available.



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Our future is dependent upon our ability to obtain financing to fund our operations. As of May 23, 2005, we have not
obtained commitments from any existing or potential investors to provide additional financing. We expect to incur substantial additional operating costs, including costs related to ongoing research and development activities, preclinical studies and
clinical trials. Our ability to raise additional capital may be harmed if we do not maintain our listing with Nasdaq. To the extent that we are unable to raise additional capital on a timely basis, management plans to prioritize research activities
to conserve cash. In the event additional financing is not obtained, we may be required to significantly reduce or curtail operations.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Market Risk



The Company is exposed to market risk related to changes in interest rates as well as changes in currency exchange rates as measured against the U.S.
dollar and each other which could positively or negatively affect results of operations and retained earnings. As of March 31, 2005, the Company has evaluated its risk and determined that any exposure to currency exchange is not significant to the
Companys overall consolidated financial results. There can be no assurance that the Companys exposure will remain at these levels, especially in the event of significant and sudden fluctuations in the value of local currencies. The
Company does not use derivative financial instruments for speculative or trading purposes.



Interest Rate Sensitivity



The Company maintains short-term investments in an overnight money market account comprised of U.S. treasury bills. If market interest rates were to
increase immediately and uniformly by 10% from levels that existed at March 31, 2005, the fair value of the portfolio would change by an immaterial amount.



Certain Factors That May Affect Future Results



You should carefully consider the risks described below before making an investment decision. If any of the following risks actually occur, our business, financial
condition or results of operations could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.



WE HAVE EXPERIENCED SIGNIFICANT LOSSES THROUGHOUT OUR HISTORY, WE EXPECT THESE LOSSES TO
CONTINUE AND WE MAY NOT ACHIEVE PROFITABILITY IN THE FUTURE.



We began operations in 1993 and have not generated revenue from human therapeutic products. We do not expect to generate product revenue for several years, if at all. We will not generate significant funds unless we receive payments in
connection with any potential licensing, marketing or other partnering arrangement with other pharmaceutical or biotechnology companies, or we bring pharmaceutical products to market. Excluding dividends accreted to preferred stock, we have incurred
approximately $97.1 million of losses since our inception, including approximately $10.1 million for the year ended December 31, 2004 and approximately $2.5 million for the quarter ended March 31, 2005. Extensive losses can be expected to continue
for the foreseeable future.



We also expect to continue to
incur significant operating expenses and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:



| |  |  | conduct additional and/or larger clinical trials;
| | - |  | -------------------------------------------------



| |  |  | conduct research and development on existing and new product candidates;
| | - |  | ------------------------------------------------------------------------



| |  |  | make milestone and royalty payments;
| | - |  | ------------------------------------



| |  |  | seek regulatory approvals for our product candidates;
| | - |  | -----------------------------------------------------



| |  |  | commercialize our product candidates, if approved;
| | - |  | --------------------------------------------------



| |  |  | prosecute and maintain existing and future patent applications and patents;
| | - |  | ---------------------------------------------------------------------------



| |  |  | hire additional clinical, scientific and management personnel;
| | - |  | --------------------------------------------------------------



| |  |  | add operational, financial and management information systems and personnel; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | identify and potentially in-license additional compounds or product candidates.
| | - |  | -------------------------------------------------------------------------------



WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING, WHICH COULD REDUCE OUR ABILITY TO FUND, EXPAND OR CONTINUE OPERATIONS.



We believe that our existing funds will be sufficient to fund our operating
expenses and capital requirements through the third quarter of 2005, allowing us to continue our current Phase I dose escalation solid tumor monotherapy trial and Phase I/II trial in multiple myeloma and initiate a Phase I/II trial in CLL with
GCS-100LE, a low ethanol formulation of GCS-100. We intend to raise additional capital through partnering with a larger biotechnology or pharmaceutical company and through the sale of equity securities to support our additional planned clinical
trials and continued operations. To the extent we are unable to raise sufficient funding for the additional clinical trials through partnering with a larger biotechnology or pharmaceutical company or in the capital markets, we will need to curtail
our development efforts.



Our future is dependent on our
ability to obtain additional financing to fund our operations. We expect to incur substantial additional operating costs, including costs related to ongoing research and development activities, manufacturing, preclinical studies and clinical trials.
Additional equity financing may result in dilution to our stockholders. At our current stock price or if the market price of our common stock declines, some potential investors may either refuse to offer us any financing or will offer financing at
unacceptable rates or on unfavorable terms. If we are unable to obtain financing necessary to fund our operations, we may have to sell or liquidate GlycoGenesys or significantly reduce, curtail or cease our operations.



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WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.



Our consolidated financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2004 have been prepared on the assumption that we will continue as a going concern. Deloitte & Touche LLP issued a report dated March 29, 2005 that includes an explanatory paragraph stating that our recurring
losses from operations, accumulated deficit of $94.5 million as of December 31, 2004, and our expectation that we will incur substantial additional operating costs for the foreseeable future, including costs related to ongoing research and
development activities, preclinical studies and clinical trials, among other things, raise substantial doubt about our ability to continue as a going concern.



OUR FUTURE PROSPECTS ARE DEPENDENT ON THE RESULTS OF GCS-100 AND IF WE ARE UNSUCCESSFUL IN DEVELOPING GCS-100, WE DO NOT HAVE OTHER PRODUCTS WHICH ARE IN ACTIVE
DEVELOPMENT.



While we plan to increase our portfolio of
potential products, currently all of our attention and resources are directed to the development of GCS-100. If GCS-100 is ultimately ineffective in treating cancer, does not receive the necessary regulatory approvals or does not obtain commercial
acceptance, we will be materially harmed.



WE ARE DEPENDENT ON THE SUCCESSFUL
OUTCOME OF CLINICAL TRIALS FOR GCS-100 AND WILL NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE GCS-100 IF CLINICAL TRIALS ARE NOT SUCCESSFUL.



GCS-100 is not currently approved for sale by the FDA or by any other regulatory agency in the world, and GCS-100 may never receive approval for sale or
become commercially viable. Before obtaining regulatory approval for sale, GCS-100 will be subjected to extensive preclinical and clinical testing to demonstrate safety and efficacy for a particular indication for humans in addition to meeting other
regulatory standards. Our success will depend on the successful outcome of our clinical trials with GCS-100.



There are a number of difficulties and risks associated with clinical trials. The possibility exists that:



| |  |  | we may discover that GCS-100 may cause, alone or in combination with another therapy, harmful side effects;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | we may discover that GCS-100, alone or in combination with another therapy, does not exhibit the expected therapeutic results in humans;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | results from early trials may not be statistically significant or predictive of results that will be obtained from large-scale, advanced clinical trials;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we, the FDA, other similar foreign regulatory agencies or an institutional review board may suspend the clinical trials of GCS-100;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | patient recruitment may be slower than expected;
| | - |  | ------------------------------------------------



| |  |  | patients may drop out of our clinical trials;
| | - |  | ---------------------------------------------



| |  |  | we may be unable to produce sufficient supplies in a timely fashion of GCS-100 for clinical trials; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | we may not receive Fast Track Drug Designation, Accelerated Approval, or Priority Review status by the FDA.
| | - |  | -----------------------------------------------------------------------------------------------------------



Given the uncertainty surrounding the regulatory and clinical trial process,
we may not be able to develop safety, efficacy or manufacturing data necessary for approval of GCS-100. In addition, even if we receive approval, such approval may be limited in scope and hurt the commercial viability of such product. If we are
unable to successfully obtain approval of and commercialize GCS-100, this would materially harm our business, impair our ability to generate revenues and adversely impact our stock price.



OUR ABILITY TO DEVELOP GCS-100 MAY BE HARMED IF WE ARE UNABLE TO FIND A DEVELOPMENT PARTNER.



On December 18, 2002, we and Elan International Services, Ltd.
(EIS) mutually terminated our joint venture and we acquired all of the outstanding capital stock of SafeScience Newco. SafeScience Newco received a total of approximately $7.3 million of research funds over the course of our joint
venture with EIS for the development of GCS-100. We must either fund the development of GCS-100 ourselves or with a new development partner. Our goal is to find a development partner by the end of the third quarter of 2005. We may not be able to
consummate a transaction with a partner in this timeframe or at all. If we are unable to find a development partner or fail to find one by the end of the third quarter of 2005, our ability to develop and commercialize GCS-100, and our prospects as a
whole, could be materially harmed.



OUR FAILURE TO PROTECT OUR INTELLECTUAL
PROPERTY OR OUR INFRINGEMENT ON THE PROPERTY RIGHTS OF OTHERS MAY IMPEDE OUR ABILITY TO OPERATE FREELY



We rely significantly upon proprietary technology and protect our intellectual property through patents, copyrights, trademarks and contractual agreements
as appropriate. We own or exclusively license 14 issued U.S. patents having expiration dates ranging from 2013 to 2022. Six of these 14 issued patents relate to GCS-100. We own or exclusively license seven foreign patents having expiration dates
ranging from 2015 to 2017. Four of these seven foreign patents relate to GCS-100. We own or exclusively license 12 pending U.S. patent applications, of which 11 relate to GCS-100 and 52 pending foreign patent applications, of which 41 relate to
GCS-100. As we develop GCS-100, we may discover more about it which will require additional patent prosecution. Thus, we continually evaluate our technology to determine whether to make further patent filings.



To the extent aspects of our technology may be unpatentable, we may decide to
maintain such technology as trade secrets or we may protect such unpatented technology by contractual agreements. Our unpatented technology or similar technology could be independently developed by others. In addition, the contractual agreements by
which we protect our unpatented technology and trade secrets may be breached. If technology similar to ours is independently developed or our contractual agreements are breached, our technology will be less valuable and our business will be harmed.



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There is always a risk that issued patents may be subsequently invalidated, either in whole or in part,
and this could diminish or extinguish our patent protection for key elements of our technology. Other than the reexamination of our U.S. Patent 6,680,306 Method for Enhancing the Effectiveness of Cancer Therapies, we are not involved in
any such litigation or proceedings, nor are we aware of any basis for such litigation or proceedings. We cannot be certain as to the scope of patent protection, if any, which may be granted on our patent applications, or which may remain intact
following the reexamination of U.S. Patent 6,680,306.



A patent
we exclusively license from Wayne State University and the Barbara Ann Karmanos Cancer Institute and patent applications we exclusively license from David Platt could become subject to an interference proceeding at the U.S. Patent and Trademark
Office to determine priority between them. The U.S. Patent and Trademark Office is considering whether such a proceeding is appropriate. Under our license with David Platt, he has the right to prosecute the patent applications covered by the license
and therefore we do not have ultimate control over the scope of claims that may issue from those patent applications.



Our potential products or business activities could be determined to infringe intellectual property rights of third parties despite our issued patents.
Any claims against us or any purchaser or user of our potential products, including GCS-100, asserting that such product or process infringes intellectual property rights of third parties, if determined adversely to us, could have a material effect
on our business, financial condition or future operations. Any asserted claims of infringement, with or without merit, could be time consuming, result in costly litigation, divert the efforts of our technical and management personnel, or require us
to enter into royalty or licensing agreements, any of which could materially adversely affect our operating results. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. In the event a claim
is successful against us and we cannot obtain a license to the relevant technology on acceptable terms, license a substitute technology or redesign our products to avoid infringement, our business, financial condition and operating results would be
materially adversely affected.



WE DEPEND ON TECHNOLOGY LICENSED TO US BY THIRD
PARTIES AND IF WE ARE UNABLE TO CONTINUE LICENSING THIS TECHNOLOGY OUR FUTURE PROSPECTS MAY BE MATERIALLY ADVERSELY AFFECTED.



We license technology, including technology related to GCS-100, from third parties. We anticipate that we will continue to license technology from third
parties in the future. To maintain our license with David Platt we must pay an annual license fee equal to the greater of $50,000 or 2% of product sales. To maintain our license with Wayne State University and the Barbara Ann Karmanos Cancer
Institute we must, among other things, pay Wayne State University and the Barbara Ann Karmanos Cancer Institute up to $3 million in milestone payments, $10,000 per month until FDA approval (which payments are offset against future royalties), 2%
royalties on product sales, or 15% of certain non-royalty or R&D payments received from sublicensees and receive FDA or equivalent agency approval to sell GCS-100 by January 1, 2008.



The technology we license from third parties would be difficult to replace and the loss of this technology would materially
adversely affect our future prospects.



WE ARE ENGAGED IN LITIGATION WITH DAVID
PLATT AND PRO-PHARMACEUTICALS, INC. AND IF WE ARE UNSUCCESSFUL, WE MAY BE HARMED.



On January 29, 2004, David Platt commenced suit against us and certain of our current and former directors in the Massachusetts Superior Court in Suffolk County. In his Complaint, Platt seeks damages for alleged
breach of his severance agreement with us, including the failure to pay approximately $180,000 in severance benefits and alleged breaches in connection with the maintenance by us of certain restrictions on Platts sale of stock. The Complaint
further asserts claims against some of our current and former directors for alleged breaches of fiduciary duty in failing to assist in the removal of restrictive legends on David Platts shares. David Platt also purports to state claims for
double or treble damages, as well as attorney fees, under the Massachusetts Unfair Trade Practice Act.



On February 23, 2004, we filed our Answer and counterclaimed against David Platt for breach of his severance agreement, against Pro-Pharmaceuticals, Inc.
for tortious interference with the severance agreement, and against David Platt and Pro-Pharmaceuticals for misappropriation of proprietary rights and for unfair and deceptive acts. We are seeking monetary damages and injunctive relief to prevent
David Platt and Pro-Pharmaceuticals from engaging in certain competitive activities relating to the use of polysaccharides to treat cancer and we are further seeking the assignment by David Platt and Pro-Pharmaceuticals of certain intellectual
property to us, including Davanat®. Under the
counterclaim for unfair and deceptive acts, we are seeking treble damages as well as attorney fees.



On June 21, 2004, the Company added a supplemental counterclaim against David Platt and Pro-Pharmaceuticals for injurious falsehood, unfair competition
and unfair and deceptive acts relating to statements made by Pro-Pharmaceuticals regarding certain patent applications the Company discontinued prosecuting and contractually returned to David Platt. The Company seeks injunctive relief and monetary
damages.



If we are unsuccessful in defending against David
Platts claims or in prosecuting our counterclaims, we could be materially adversely affected.



WE EXPECT TO REMAIN DEPENDENT ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES NECESSARY TO COMMERCIALIZE OUR PRODUCTS.



We utilize the services of several scientific and technical consultants to oversee various aspects of our protocol design, clinical trial oversight and other research
and development functions. We contract out most of our research and development operations for GCS-100, utilizing third-party contract manufacturers such as Hyaluron, Inc. and Johnson Matthey Pharma Services, Inc. to manufacture GCS-100, Incell
Corporation, LLC, Cambrex BioScience Walkersville, Inc. and PPD Development, LP for assay and other development work and third-party contract research organizations, such as Quest Pharmaceutical Services, L.L.C., ITR Laboratories Canada, Inc., and
Veristat, Inc. in connection with pre-clinical and/or clinical studies in accordance with our designed protocols, as well as conducting research at medical and academic centers, such as the University of Arizona, Barts and The London, Queen
Mary School of Medicine, and the Dana-Farber Cancer Institute.



Because we rely on third parties for much of our research and development work, we have less direct control over our research and development. We face risks that these third parties may not be appropriately responsive to our time frames and
development needs and could devote resources to other customers. In addition, certain of these third parties may have to comply with FDA regulations or other regulatory requirements in the conduct of this research and development work, which they
may fail to do.



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IF THE THIRD PARTIES WE RELY ON FOR MANUFACTURING ARE UNABLE TO PRODUCE THE NECESSARY AMOUNTS OF GCS-100, DO NOT MEET OUR
QUALITY NEEDS OR TERMINATE THEIR RELATIONSHIPS WITH US, OUR BUSINESS WILL SUFFER.



We do not presently have our own manufacturing operations, nor do we intend to establish any unless and until, in the opinion of management, the size and scope of our business so warrants. While we have established a
manufacturing relationship with Hyaluron, Inc. and Johnson Matthey Pharma Services, Inc. to provide us with GCS-100 that we believe will provide the capability to meet our anticipated requirements for the foreseeable future, we have not entered into
any long-term arrangements for manufacturing and such arrangements may not be obtained on desirable terms. For the foreseeable future, we will be dependent upon third parties to manufacture GCS-100.



Our reliance on independent manufacturers involves a number of risks,
including the absence of adequate capacity, the unavailability of, or interruptions in, access to necessary manufacturing processes and reduced control over delivery schedules. Because our manufacturing process is still in a development stage, any
changes made to a final commercial manufacturing process may present technical problems to an independent manufacturer. Third-party manufacturers may not comply with FDA regulations, or other regulatory requirements relating to the manufacturing of
GCS-100, including compliance with current good manufacturing practice, or cGMP. We do not have control over, other than through contract, third-party manufacturers compliance with these regulations and standards. If our manufacturers are
unable or unwilling to continue manufacturing GCS-100 in required volumes, we will have to identify acceptable alternative manufacturers. If we need to change manufacturers, these new manufacturers must meet FDA and foreign regulatory standards. The
use of a new manufacturer may cause significant expense and interruptions in supply if the new manufacturer has difficulty manufacturing GCS-100 to our specifications. Further, the introduction of a new manufacturer may increase the variation in the
quality of GCS-100.



MANY OF OUR COMPETITORS HAVE SUBSTANTIALLY GREATER
RESOURCES THAN WE DO AND MAY BE ABLE TO DEVELOP AND COMMERCIALIZE PRODUCTS THAT MAKE OUR POTENTIAL PRODUCTS NON-COMPETITIVE.



We face significant competition from firms currently engaged in the pharmaceutical and biotechnology industries. GCS-100, our lead drug candidate, being
developed for the treatment of various forms of cancer, addresses large markets, which are already populated with several biotechnology and large pharmaceutical companies. These companies utilize different drug discovery platforms, including but not
limited to small molecules, protein-based drugs, liposome technology, and genomics. The drug development industry is intensely competitive. According to industry surveys, there are approximately over 400 new drug candidates in development to treat
various types of cancer, many of them for multiple indications. According to the PhRMA, approximately 170 pharmaceutical and biotechnology companies and the National Cancer Institute are conducting these efforts. It is estimated that 100
biotechnology companies have more than 100 drug candidates in later stages of clinical development than GCS-100 for acute, life threatening disease, and late stage disease, and that over forty percent of these drug candidates are being developed to
treat various types of cancer. Many of our actual or potential competitors have significantly greater financial resources and/or drug development experience than we have. There is no assurance that other carbohydrate-based or non-carbohydrate-based
drugs with similar clinical effects to GCS-100 may not already be in development by other companies or that other companies may not successfully develop such drugs in the future.



A biotechnology company such as ours must keep pace with rapid technological change and faces intense competition. We
compete with biotechnology and pharmaceutical companies for funding, access to new technology, research personnel and in product research and development. Many of these companies have greater financial resources and more experience than we do in
developing drugs, obtaining regulatory approvals, manufacturing and marketing. We also face competition from academic and research institutions and government agencies pursuing alternatives to our products and technologies. We expect that GCS-100
and other product candidates will face intense competition from existing or future drugs. In addition, our product candidates may face increasing competition from generic formulations or existing drugs whose active components are no longer covered
by patents. These generic formulations or drugs would present lower-priced competition.



In the two cancer types in which we have conducted Phase II(a) clinical trials, pancreatic and colorectal, there are many drugs being developed. We believe, based on industry studies there are, including GCS-100,
approximately 7 drugs in Phase I, 15 drugs in Phase II, 6 drugs in Phase III or pre-registration for treatment of pancreatic cancer. In addition, GCS-100, if it receives FDA approval for pancreatic cancer, will face competition from existing drugs
approved or used to treat pancreatic cancer. These drugs are fluorouracil (5-FU), Eli Lillys gemcitabine (Gemzar) and Supergens Mitozytrex. Combination studies utilizing new drug candidates and Gemzar, such as erlotinib (Tarceva®) and Gemzar, are ongoing and combination therapies of
new drug candidates and Gemzar may present future competition.



We believe, based on industry studies, there are, including GCS-100, approximately 12 drugs in Phase I, 24 drugs in Phase II, and 10 drugs in Phase III or in pre-registration for treatment of colorectal cancer. In addition, GCS-100, if it
receives FDA approval for colorectal cancer, will face competition from existing drugs approved or used to treat colorectal cancer. These drugs include Genenetechs bevacizumab (Avastin), Roche Pharmaceuticals capecitabine (Xeloda),
fluorouracil (Adrucil or 5-FU), leucovorin in combination with 5-FU, Janssens levamisole (Ergamisol) in combination with 5-FU, Pharmacias irinotecan (Camptosar) and Imclones Erbitux.



We initiated a Phase I/II trial in multiple myeloma in March 2005. We
believe, based on industry studies, there are, including GCS-100, approximately five drugs in Phase I, nine in Phase II and five in Phase III or in pre-registration for the treatment of multiple myeloma. In addition, GCS-100, if it receives FDA
approval for treatment of multiple myeloma, will face competition from existing drugs approved or used to treat multiple myeloma. These drugs include vincristine, dexamethasone, prednisone, doxorubicin (Adriamycin), melphalan, etoposide, cytarabine,
cisplatin, carmustine, cyclophosphamide, Celgenes Thalomid and Millenniums bortezomib (Velcade). The majority of the drugs are used in combination therapy in a variety of regimens.



In the third quarter of 2005, we also plan to initiate a Phase I/II clinical
trial in chronic lymphocytic leukemia, or CLL. We believe based on industry studies, there are, other than GCS-100, approximately 1 drug in Phase I, 2 drugs in Phase II and 1 drug in Phase III or in pre-registration for the treatment of CLL. In
addition, there are a number of clinical trials ongoing using a variety of approved chemotherapy agents in combination. If



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GCS-100 gains FDA approval for the treatment of CLL, it will face competition from approved therapies. Three commonly
used chemotherapeutic drugs to treat CLL are chlorambucil, fludarabine and cyclophosphamide. In addition, a number of new approaches to treating CLL are being developed by competitors, including development of gene therapies, or DNA damage repair,
tumor vaccines and monoclonal antibodies. Alemtuzumab (Campath®), a monoclonal antibody therapy, is the first of these new approaches to receive FDA approval for the treatment of CLL patients who have failed chemotherapy. Rituximab, another monoclonal antibody approved for use in
certain types of non-Hodgkins lymphoma, also shows promise to be useful in treating CLL patients. As in many cancers, drugs to treat CLL are also being used and evaluated in combination which may provide them with a competitive advantage.



Our competitors may:



| |  |  | successfully identify drug candidates or develop products earlier than we do;
| | - |  | -----------------------------------------------------------------------------



| |  |  | obtain approvals from the FDA or foreign regulatory bodies more rapidly than we do;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | develop products that are more effective, have fewer side effects or cost less than our products; or
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | successfully market products that may compete with our product candidates.
| | - |  | --------------------------------------------------------------------------



The success of our competitors in any of these efforts would adversely affect our ability to develop, commercialize and market our product candidates.



OUR BUSINESS IS SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION AND FAILURE TO
ACHIEVE REGULATORY APPROVAL OF OUR DRUG CANDIDATES WOULD HARM OUR BUSINESS.



The FDA regulates the development, testing, manufacture, distribution, labeling and promotion of pharmaceutical products in the United States pursuant to the Federal Food, Drug, and Cosmetic Act and related
regulations. We must receive pre-market approval by the FDA prior to any commercial sale of GCS-100 or any other drug candidate. Before receiving such approval we must provide pre-clinical data and proof in human clinical trials of the safety and
efficacy of GCS-100 or any other drug candidates, which trials can take several years. In addition, we must show that we can produce GCS-100 or any other drug candidates consistently at quality levels sufficient for administration in humans.
Pre-market approval is a lengthy and expensive process. We may not be able to obtain FDA approval for any commercial sale of any drug candidate. By statute and regulation, the FDA has 180 days to review an application for approval to market a drug
candidate; however, the FDA frequently exceeds the 180-day time period, at times taking up to 18 months. In addition, based on its review, the FDA or other regulatory bodies may determine that additional clinical trials or pre-clinical data are
required. Except for any potential licensing or marketing arrangements with other pharmaceutical or biotechnology companies, we will not generate any revenues in connection with GCS-100 or any other drug candidates unless and until we obtain FDA
approval to sell such products in commercial quantities for human application. In order to sell GCS-100 in countries outside the U.S., similar regulatory approval as required by the FDA will be required by that countrys regulatory body.



REIMBURSEMENT PROCEDURES AND FUTURE HEALTHCARE REFORM MEASURES ARE UNCERTAIN
AND MAY ADVERSELY IMPACT OUR ABILITY TO SUCCESSFULLY SELL OR LICENSE ANY PHARMACEUTICAL PRODUCT.



Our ability to successfully sell or license any pharmaceutical product will depend in part on the extent to which government health administration
authorities, private health insurers and other organizations will reimburse patients or providers for the costs of our future pharmaceutical products and related treatments. In the United States, government and other third-party payers have sought
to contain healthcare costs by limiting both coverage and the level of reimbursement for new pharmaceutical products approved for marketing by the FDA. In some cases, these payers may refuse to provide any coverage for uses of approved products to
treat medical conditions even though the FDA has granted marketing approval. Healthcare reform may increase these cost containment efforts. We believe that managed care organizations and government health insurance programs may seek to restrict the
use of new products, delay authorization to use new products or limit coverage and the level of reimbursement for new products. For example, the Medicare Prescription Drug Improvement and Modernization Act of 2003 together with rule making by the
Center for Medicare and Medicaid Services could affect drug coverage and payments by Medicare. Internationally, where national healthcare systems are prevalent, little if any funding may be available for new products, and cost containment and cost
reduction efforts can be more pronounced than in the United States.



IF WE ARE
UNABLE TO ENTER INTO AGREEMENTS WITH THIRD PARTIES TO PROVIDE SALES, MARKETING AND DISTRIBUTION CAPABILITIES, OR TO CREATE THESE FUNCTIONS OURSELVES, WE WILL NOT BE ABLE TO COMMERCIALIZE GCS-100 OR ANY OTHER PRODUCT CANDIDATES.



We do not have any sales, marketing or distribution capabilities. In order
to commercialize GCS-100 or other product candidates, if any are approved, we must either make arrangements with third parties to provide sales, marketing and distribution capabilities or acquire or internally develop these functions ourselves. If
we obtain FDA approval for GCS-100 or any other product candidate, we intend to rely on relationships with one or more pharmaceutical or biotechnology companies or other third parties with established distribution systems and direct sales forces to
market GCS-100 or any other product candidate. If we decide to market any of our product candidates directly, we must either acquire or internally develop a marketing and sales force with technical expertise and with supporting distribution
capabilities. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of our management and key personnel, and negatively impact our product development efforts.
Moreover, we may not be able to establish in-house sales and distribution capabilities or relationships with third parties. To the extent we enter into co-promotion or other licensing agreements, our product revenues are likely to be lower than if
we directly marketed and sold our product candidates, and any revenue we receive will depend upon the efforts of third parties, which may not be successful.



OUR GROWTH MAY BE LIMITED IF WE ARE UNABLE TO RETAIN AND HIRE ADDITIONAL QUALIFIED PERSONNEL AS NECESSARY.



Our success will depend on our ability to retain key employees and our
continuing ability to attract and retain highly qualified scientific, technical and managerial personnel. Under our current clinical trial and business plan, we may add over 12 employees during the course of the next two years, primarily technical
or scientific personnel, as needs develop. Competition for such personnel is intense and we may not be able to retain existing



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personnel or attract qualified employees in the future. Our current financial position, limited drug pipeline and small
size make it more difficult to compete for such personnel against larger, more diversified companies. At present, we employ 17 full-time employees. We depend upon the personal efforts and abilities of our officers and directors, including Bradley J
Carver, our President, CEO and Interim Chairman of the Board and John W. Burns, our Senior Vice President, Chief Financial Officer and a director and would be materially adversely affected if their services ceased to be available for any reason and
comparable replacement personnel were not employed.



THE BIOTECHNOLOGY BUSINESS
HAS A RISK OF PRODUCT LIABILITY, AND IN THE EVENT OF A SUIT AGAINST US, OUR BUSINESS COULD BE SEVERELY HARMED.



The testing, marketing and sale of biotechnology products entails a risk of product liability claims by patients and others. While we currently maintain
product liability insurance, such insurance may not be available at reasonable cost and in the event of a significant adverse event with a patient such insurance would likely be insufficient to cover the full amount of the liability incurred. In the
event of a successful suit against us, payments and damage to our reputation could have a material adverse effect on our business and financial condition. Even if such a suit is unsuccessful, our reputation could be damaged and litigation costs and
expenditures of management time on such matters could adversely affect our business and financial condition.



WE ARE CONTRACTUALLY OBLIGATED TO ISSUE SHARES IN THE FUTURE, INCLUDING SHARES TO BE ISSUED UPON THE CONVERSION OF OUTSTANDING PREFERRED STOCK AND WARRANTS HELD BY EIS, WHICH WILL CAUSE SUBSTANTIAL DILUTION OF YOUR
INTEREST IN US.



As of May 23, 2005, there were
outstanding options to purchase 681,176 shares of common stock, at a weighted average exercise price of $5.96 per share and warrants to purchase 10,249,320 shares of common stock at a weighted average exercise price of $4.06 per share. Certain of
these warrants have weighted average or full ratchet anti-dilution provisions which may result in the lowering of their exercise prices. Moreover, we may in the future issue additional shares to raise capital, acquire other companies or
technologies, to pay for services, or for other corporate purposes. Any such issuances will have the effect of further diluting the interest of shareholders.



EIS owns 6,153.51 shares of our Series A preferred stock and 3,471.15 shares of our Series B preferred stock. Each share of our Series A preferred stock
and Series B preferred stock is convertible into approximately 166.67 shares of our common stock, subject to anti-dilution adjustments. The Series B preferred stock bears a 7% dividend payable in Series B preferred stock, which compounds annually.
Any accrued but unissued Series B preferred stock dividends would be converted into common stock upon conversion of the Series B preferred stock. As of March 31, 2005, there were 703.60 shares of accrued but unpaid Series B preferred dividends.
Accordingly, EIS could acquire upon exercise of warrants held by it and the conversion into common stock of all shares of Series A and Series B preferred stock held by it, including accrued dividends as of March 31, 2005 on the Series B preferred
stock but no future dividends, a total of 1,859,641 shares of common stock. This amount of shares represents 18.4% of our common stock outstanding as of March 31, 2005. Pursuant to provisions in our agreement with EIS, if the exercise or conversion
of any of our securities held by EIS would result in EIS owning more than 9.9% of our common stock at any time, EIS may opt to receive non-voting securities instead of common stock.



We have 6,500 shares of Series D preferred stock outstanding. The Series D preferred stock bears a cumulative 8% dividend payable quarterly
in arrears in cash or shares of Series D preferred stock, at our option. Each share of Series D preferred stock currently converts into 1,000 shares of common stock, subject to full ratchet anti-dilution protection. Under such anti-dilution
protection in the event of the issuance of common stock or securities convertible into common stock at a price per share below the Series D conversion price (currently $1.00), the Series D conversion price would automatically be lowered to the price
at which such securities were issued. Certain issuances do not result in any adjustment of the Series D conversion price, including exercise or conversion of existing securities, issuance or exercise of options from our current equity compensation
plans and securities issued in connection with strategic partnering transactions.



WE MUST COMPLY WITH THE LISTING REQUIREMENTS OF THE NASDAQ SMALLCAP MARKET OR OUR COMMON STOCK MAY DECLINE AND THE LIQUIDITY OF AN INVESTMENT IN OUR SECURITIES WOULD DECREASE.



Our common stock could be delisted from The Nasdaq SmallCap Market for the
following reasons, among others:



| |  | if the closing bid price of our common stock falls below $1.00 per share for thirty (30) consecutive business days;
|- |  | -------------------------------------------------------------------------------------------------------------------



| |  | if our market capitalization falls below $35 million and we have less than $2,500,000 in stockholders equity; or
|- |  | -----------------------------------------------------------------------------------------------------------------



| |  | if the value of our common stock held by our stockholders (other than our directors, executive officers and 10% stockholders) is less than $1,000,000.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



There are other quantitative and qualitative criteria of the Nasdaq SmallCap
Market which if violated could lead to delisting of our common stock.



We may not be able to maintain our compliance with Nasdaq continued listing requirements in the future. We received a letter from Nasdaq on August 8, 2003 that the bid price of our common stock had been below $1.00 for 30 consecutive
business days and that we had a 180-day grace period, until February 4, 2004, to achieve a bid price of at least $1.00 for a period of at least 10 consecutive business days or face delisting. In September 2003, we received a letter from Nasdaq that
we complied with the minimum bid price requirement. We have on several previous occasions received notice from Nasdaq that we failed to meet certain of its listing requirements. We have been successful in regaining compliance on those occasions. On
May 17, 2004, we received a letter from Nasdaq that the bid price of our common stock had been below $1.00 for 30 consecutive business days and that we had a 180-day grace period, until November 15, 2004 to achieve a bid price of at least $1.00 for
a period of at least 10 consecutive business days or face delisting. We received a Nasdaq Staff Determination on November 16, 2004, that our securities are subject to delisting. On December 21, 2004, we effected a 1-for-6 reverse stock split. On
January 6, 2005, we received a letter from Nasdaq stating that we complied with the minimum bid price requirement and all other continued listing requirements. On April 20, 2005, the Company received a



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letter from Nasdaq that the bid price of our common stock had been below $1.00 for 30 consecutive business days and that
we had a 180-day grace period until October 17, 2005 to achieve a bid price of at least $1.00 for a period of at least 10 consecutive business days or face deslisting. If we meet initial listing criteria (other than bid price) at the end of the
initial grace period, we would be eligible for an additional 180-day grace period ending April 15, 2006.



On April 7, 2005, we received a letter from Nasdaq indicating that as of December 31, 2004, we did not comply with Nasdaq Marketplace Rule 4310(c)(2)(B),
which requires listed companies to have (i) a minimum of $2,500,000 in stockholders equity, (ii) $35,000,000 or more in market value of listed securities or (iii) $500,000 of net income from continuing operations for the most recently
completed fiscal year or two of the three most recently completed fiscal years. In the letter, Nasdaq indicated it is reviewing our eligibility for continued listing and requested that we provide our specific plan to achieve and sustain compliance
with Nasdaq SmallCap Market listing requirements. Based on the review of the plan submitted by the Company, Nasdaq believes the Company provided a definitive plan evidencing its ability to achieve and sustain compliance. Nasdaq will monitor the
Companys ongoing compliance with the stockholders equity requirement and if the Company does not have at least $2,500,000 in stockholders equity as of the filing of its June 30, 2005 Form 10-Q, it may be subject to delisting. In such
event, we may appeal Nasdaqs decision to a Nasdaq Listing Qualifications Panel. Such an appeal would stay the delisting of our common stock pending the decision of a Nasdaq Listing Qualifications Panel, which generally hears appeals within 45
days of request. Our stockholders equity was approximately $600,000 as of March 31, 2005. Our market capitalization was $7.5 million on March 31, 2005 and was $7.3 million on May 19, 2005.



If Nasdaq delisted our common stock, we would likely seek to list our common
stock for quotation on a regional stock exchange. However, if we were unable to obtain listing or quotation on such market or exchange, trading of our common stock would occur in the over-the-counter market on an electronic bulletin board for
unlisted securities or in what are commonly known as the pink sheet. In addition, delisting from Nasdaq and failure to obtain listing or quotation on such market or exchange would subject our common stock to so-called penny
stock rules. These rules impose additional sales practice and market making requirements on broker-dealers who sell and/or make a market in such securities, such as disclosing offer and bid prices and compensation received from a trade to a
purchaser and sending monthly account statements to purchasers. Consequently, broker-dealers may be less willing or able to sell and/or make a market in our common stock. These rules also require that purchasers be accredited investors, which would
reduce the number of investors who could purchase our shares. Additionally, an investor would find it more difficult to dispose of, or to obtain accurate quotations for the price of, our common stock. As a result of delisting, it may become more
difficult for us to raise funds through the sale of our securities.



BECAUSE
THE CURRENT AND POTENTIAL MEMBERS OF OUR BOARD OF DIRECTORS COULD CONTROL A SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK, THEY COULD EXERCISE SUBSTANTIAL CONTROL OVER US.



The holders of the common stock do not have cumulative voting rights. Our directors, two of whom are executive officers of
GlycoGenesys, own approximately 4.4% collectively of our common stock outstanding as of May 19, 2005. One of the conditions of the transactions between us, Elan and EIS required that we expand our board of directors at our 2002 annual
stockholders meeting at which time EIS could appoint one director. EIS decided not to appoint a director at our 2002 annual stockholders meeting but may choose to do so in the future as long as they own at least 10% of our common stock
(assuming exercise or conversion of convertible or exercisable securities held by EIS). If EIS appoints a director, members of the board of directors and their affiliates would own approximately 4.4% of our common stock outstanding as of May 19,
2005, assuming EIS has not converted or exercised any of our securities held by it, and the same number of shares are outstanding at such time as are currently outstanding. If EIS and our directors were to have converted or exercised all of our
securities held by them, the members of our board of directors and their affiliates would own approximately 20.6% of the common stock outstanding as of May 19, 2005, assuming the number of shares outstanding at such time equals the number of shares
currently outstanding plus the number of shares issued on exercise or conversion of securities held by EIS and our directors. This concentration of ownership would allow these stockholders to substantially influence all matters requiring stockholder
approval and could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could materially adversely affect our stock price.



OUR STOCK PRICE COULD DECLINE IF A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE.



As of May 18, 2005, approximately 1,348,474 shares of common
stock presently issued and outstanding are Restricted Securities as that term is defined in Rule 144 promulgated under the Act. In general, a person (or persons whose shares are aggregated) who has satisfied a one year holding period may
sell, within any three month period, an amount of restricted securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to such sale.
Restricted securities can be sold, under certain circumstances, without any quantity limitation, by persons who are not affiliates of GlycoGenesys and who have beneficially owned the shares for a minimum period of two years. The sale of these
restricted shares as well as the shares registered under our nine effective registration statements, shall increase the number of free-trading shares and may have a depressive effect on the price of our securities. Moreover, such sales, if
substantial, might also adversely affect our ability to raise additional equity capital. In connection with our March and May 2005 financing, we are required to register for resale the shares issuable upon the conversion of the Series D Preferred
Stock, including Series D Preferred Stock issued as payment-in-kind dividends, or exercise of the warrants issued in the financing. This would result in a significant number of additional shares being eligible to become free-trading.



THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES
BEING INCURRED BY YOU.



The market price of our common stock,
which is traded on the National Association of Securities Dealers Automated Quotation system (NasdaqSmall Cap) has been, and may continue to be, highly volatile. During the twelve months ending April 30, 2005, our common stock has traded at
prices ranging from $0.63 to $5.10 per share, reflecting the 1-for-6 reverse stock split we effected on December 21, 2004. Factors such as announcements of clinical trial results, financings, legal proceedings, technological innovations or new
products, either by us or by our competitors or third parties, as well as market conditions within the biotechnology and pharmaceutical industries, may have a significant impact on the market price of our common stock.



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In addition, the stock market has from time to time, and especially in the last few years, experienced extreme price and
volume fluctuations, particularly in the biotechnology sector, which have often been unrelated to the operating performance of particular companies. Current market conditions are particularly unstable and there is a large degree of uncertainty at
this time. In general, biotechnology stocks tend to be volatile even during periods of relative market stability because of the high rates of failure and substantial funding requirements associated with biotechnology companies. Market conditions and
conditions of the biotechnology sector could negatively impact the price of our common stock.



ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



The Companys management carried out an evaluation, under the supervision and with the participation of the Companys President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2005, pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Companys President and Chief Executive Officer along with the Companys Senior Vice President and Chief Financial Officer concluded that the Companys disclosure controls and procedures as of March 31, 2005
are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic filings under the Exchange Act.



(b) Changes in Internal Control Over Financial Reporting



No changes in the Companys internal control over financial reporting
have come to managements attention that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II-OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Platt Litigation



The Company and certain of its directors are engaged in a
lawsuit with David Platt, its former CEO and Chairman, which is described in the Companys Annual Report on Form 10-K for the year ending December 31, 2004. Since the date of that report, there have been no material changes in the status of the
suit.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



On May 23, 2005, the Company issued 4,500 shares of Series D convertible redeemable preferred stock, each share currently convertible into 1,000 shares of common stock, and warrants to purchase 4,635,000 shares of
common stock at an exercise price of $1.23 per share, subject to future adjustment, to 23 accredited investors including the Companys placement agent, for aggregate consideration of $4,500,000. The conversion and other terms of the Series D
convertible redeemable preferred stock are described in the Form 8-K filed by the Company on March 8, 2005 with the Securities and Exchange Commission.



ITEM 5. OTHER INFORMATION



On April
7, 2005, we received a letter from Nasdaq indicating that as of December 31, 2004, we did not comply with Nasdaq Marketplace Rule 4310(c)(2)(B), which requires listed companies to have (i) a minimum of $2,500,000 in stockholders equity, (ii)
$35,000,000 or more in market value of listed securities or (iii) $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. In the letter, Nasdaq indicated
it is reviewing our eligibility for continued listing and requested that we provide our specific plan to achieve and sustain compliance with Nasdaq SmallCap Market listing requirements. Based on the review of the plan submitted by the Company,
Nasdaq believes we provided a definitive plan evidencing its ability to achieve and sustain such compliance. On May 23, 2005, we closed the second tranche of a financing in which we raised $4.2 million in net proceeds through the sale of Series D
preferred stock and warrants. As of May 23, 2005, the date of this Quarterly Report on Form 10-Q, the Company believes it has regained compliance with the stockholders equity requirement of Marketplace Rule 4310(c)(2)(B) as a result of the May
23rd financing. Nasdaq will continue to monitor our ongoing compliance with the stockholders equity requirement and if the Company does not have at least $2,500,000 in stockholders equity as of the filing of its Form 10-Q for the quarter
ended June 30, 2005, it may be subject to delisting. In such event, we may appeal Nasdaqs decision to a Nasdaq Listing Qualifications Panel. Such an appeal would stay the delisting of our common stock pending the decision of a Nasdaq Listing
Qualifications Panel, which generally hears appeals within 45 days of request.



ITEM 6. EXHIBITS



(a) Exhibits



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Manufacturing Supply Agreement dated March 10, 2005 between Johnson Matthey Pharma Services, Inc. and GlycoGenesys, Inc. (portions of this Exhibit are omitted and are being filed separately
with the Securities and Exchange Commission pursuant to the Companys application requesting confidential treatment in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended).
|     | 
|10.2 |  | Aseptic Fill Manufacturing Agreement dated January 14, 2005 between Hyaluron, Inc. and GlycoGenesys, Inc. (portions of this Exhibit are omitted and are being filed separately with the
Securities and Exchange Commission pursuant to the Companys application requesting confidential treatment in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended).               
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                
|     | 
|31.2 |  | Certifcation of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                 
|     | 
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                    



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SIGNATURES



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, thereunto duly authorized.



Dated this 23rd day of May 2005.



GLYCOGENESYS, INC.

(the Registrant)



/s/ Bradley J CarverBradley J Carver, Chief Executive Officer President and
Treasurer/s/ John W. BurnsJohn W. Burns, Senior Vice President, Chief Financial
Officer and Secretary/s/ Patrick J. JoycePatrick J. Joyce, Principal Accounting Officer




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