##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



---



FORM 10-Q



---



(Mark One)

|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



OR



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



For the transition period from
 to



Commission File Number 0-6533



---



BOSTON LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)



---



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 87-0277826                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)
|                                                               | 
|20 Newbury Street, 5th Floor, Boston, Massachusetts            |  | 02116                            
|(Address of Principal Executive Offices)                       |  | (Zip Code)                       



(617) 425-0200

(Registrants Telephone Number, Including Area Code)



Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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



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



As of May 10, 2005 there were 10,422,890 shares of Common Stock outstanding.



---



---

##### Table of Contents

BOSTON LIFE SCIENCES, INC.



INDEX TO
FORM 10-Q



|                                                                                                                                                                           |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                           |  | Page
|Part I  Financial Information                                                                                                                                             |  |     
|                                                                                                                                                                           | 
|Item 1  Financial Statements (Unaudited)                                                                                                                                  |  |     
|                                                                                                                                                                           | 
|Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004                                                                                           |  | 1   
|                                                                                                                                                                           | 
|Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004, and for the period from inception (October 16, 1992) to March 31, 2005 |  | 2   
|                                                                                                                                                                           | 
|Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004, and for the period from inception (October 16, 1992) to March 31, 2005 |  | 3   
|                                                                                                                                                                           | 
|Notes to Condensed Consolidated Financial Statements                                                                                                                       |  | 4   
|                                                                                                                                                                           | 
|Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                             |  | 9   
|                                                                                                                                                                           | 
|Item 3  Quantitative and Qualitative Disclosures about Market Risk                                                                                                        |  | 28  
|                                                                                                                                                                           | 
|Item 4  Controls and Procedures                                                                                                                                           |  | 28  
|                                                                                                                                                                           | 
|Part II  Other Information                                                                                                                                                |  |     
|                                                                                                                                                                           | 
|Item 2  Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                       |  | 29  
|                                                                                                                                                                           | 
|Item 4  Submission of Matters to a Vote of Security Holders                                                                                                               |  | 30  
|                                                                                                                                                                           | 
|Item 6  Exhibits                                                                                                                                                          |  | 31  
|                                                                                                                                                                           | 
|Signatures                                                                                                                                                                 |  | 32  





---

##### Table of Contents

Part I  Financial Information



Item 1  Financial Statements



Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                                  |  | March 31, 2005 |              |   | December 31,2004 |  
|Assets                                                                                                                                                                                                                                                                                                                            |  |                |              |   |                  |   |              |  
|Current assets:                                                                                                                                                                                                                                                                                                                   |  |                |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                         |  | $              | 3,764,495    |   |                  | $ | 152,971      |  
|Marketable securities                                                                                                                                                                                                                                                                                                             |  |                | 1,199,319    |   |                  |   | 1,490,119    |  
|Other current assets                                                                                                                                                                                                                                                                                                              |  |                | 386,735      |   |                  |   | 145,153      |  
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|Total current assets                                                                                                                                                                                                                                                                                                              |  |                | 5,350,549    |   |                  |   | 1,788,243    |  
|Fixed assets, net                                                                                                                                                                                                                                                                                                                 |  |                | 352,251      |   |                  |   | 400,178      |  
|Other assets                                                                                                                                                                                                                                                                                                                      |  |                | 357,658      |   |                  |   | 356,292      |  
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|Total assets                                                                                                                                                                                                                                                                                                                      |  | $              | 6,060,458    |   |                  | $ | 2,544,713    |  
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                                              |  |                |              |   |                  |   |              |  
|Current liabilities:                                                                                                                                                                                                                                                                                                              |  |                |              |   |                  |   |              |  
|Accounts payable and accrued expenses                                                                                                                                                                                                                                                                                             |  | $              | 1,752,232    |   |                  | $ | 1,975,773    |  
|Commitments and contingencies (Note 6)                                                                                                                                                                                                                                                                                            |  |                |              |   |                  |   |              |  
|Stockholders equity:                                                                                                                                                                                                                                                                                                             |  |                |              |   |                  |   |              |  
|Preferred stock, $.01 par value; 1,000,000 shares authorized; 25,000 shares designated Convertible Series A, 500,000 shares designated
Convertible Series D, and 800 shares designated Convertible Series E; 561.3 shares Convertible Series E issued and outstanding at December 31, 2004 (liquidation preference of $5,868,464) |  |                |             |   |                  |   | 3,501,539    |  
|Common stock, $.01 par value; 80,000,000 shares authorized; 10,390,490 and 6,892,856 shares issued and outstanding at March 31, 2005 and
December 31, 2004, respectively                                                                                                                                                          |  |                | 103,905      |   |                  |   | 68,929       |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                                        |  |                | 112,195,081  |   |                  |   | 102,649,933  |  
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                                                                     |  |                | 292          |   |                  |   | (4,617       | )
|Deficit accumulated during development stage                                                                                                                                                                                                                                                                                      |  |                | (107,991,052 | ) |                  |   | (105,646,844 | )
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                                                                                                                                                                                                        |  |                | 4,308,226    |   |                  |   | 568,940      |  
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                                                                        |  | $              | 6,060,458    |   |                  | $ | 2,544,713    |  
|                                                                                                                                                                                                                                                                                                                                  |  |                |              |   |                  |   |              |  



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



-1-



---

##### Table of Contents



Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | --------------------------------------------------- | - | ---------- | - |  | - | ------------ | -
|                                                                                                  |  | Three Months Ended March 31, |            |   | From Inception (October 16, 1992) to March 31, 2005 |  
|                                                                                                  |  | 2005                         |            |   | 2004                                                |   |           
|Revenues                                                                                          |  | $                            |           |   |                                                     | $ |           |   |  | $ | 900,000      |  
|Operating expenses:                                                                               |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Research and development                                                                          |  |                              | 1,290,462  |   |                                                     |   | 1,588,427  |   |  |   | 67,077,837   |  
|General and administrative                                                                        |  |                              | 1,012,936  |   |                                                     |   | 982,420    |   |  |   | 30,832,206   |  
|Purchased in-process research and development                                                     |  |                              |           |   |                                                     |   |           |   |  |   | 12,146,544   |  
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Total operating expenses                                                                          |  |                              | 2,303,398  |   |                                                     |   | 2,570,847  |   |  |   | 110,056,587  |  
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Loss from operations                                                                              |  |                              | (2,303,398 | ) |                                                     |   | (2,570,847 | ) |  |   | (109,156,587 | )
|Other expenses                                                                                    |  |                              | (2,232     | ) |                                                     |   |           |   |  |   | (1,582,853   | )
|Interest expense                                                                                  |  |                              | (43,900    | ) |                                                     |   | (208,868   | ) |  |   | (4,300,353   | )
|Investment income                                                                                 |  |                              | 5,322      |   |                                                     |   | 57,241     |   |  |   | 7,048,741    |  
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net loss                                                                                          |  |                              | (2,344,208 | ) |                                                     |   | (2,722,474 | ) |  |   | (107,991,052 | )
|Preferred stock beneficial conversion feature                                                     |  |                              |           |   |                                                     |   |           |   |  |   | (8,062,712   | )
|Accrual of preferred stock dividends and modification of warrants held by preferred stock holders |  |                              | (715,515   | ) |                                                     |   | (144,283   | ) |  |   | (1,229,589   | )
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net loss attributable to common stockholders                                                      |  |                              | (3,059,723 | ) |                                                     |   | (2,866,757 | ) |  | $ | (117,283,353 | )
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Basic and diluted net loss attributable to common stockholders per share                          |  | $                            | (0.37      | ) |                                                     | $ | (0.43      | ) |  |   |              |  
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Weighted average shares outstanding                                                               |  |                              | 8,262,094  |   |                                                     |   | 6,601,579  |   |  |   |              |  
|                                                                                                  |  |                              |            |   |                                                     |   |            |   |  |   |              |  



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



-2-



---

##### Table of Contents



Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|---------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | --------------------------------------------------- | - | ---------- | - |  | - | ------------ | -
|                                                                             |  | Three Months Ended March 31, |            |   | From Inception (October 16, 1992) to March 31, 2005 |  
|                                                                             |  | 2005                         |            |   | 2004                                                |   |           
|Cash flows from operating activities:                                        |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net loss                                                                     |  | $                            | (2,344,208 | ) |                                                     | $ | (2,722,474 | ) |  | $ | (107,991,052 | )
|Adjustments to reconcile net loss to net cash used for operating activities: |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Purchased in-process research and development                                |  |                              |           |   |                                                     |   |           |   |  |   | 12,146,544   |  
|Write-off of acquired technology                                             |  |                              |           |   |                                                     |   |           |   |  |   | 3,500,000    |  
|Interest expense settled through issuance of notes payable                   |  |                              |           |   |                                                     |   |           |   |  |   | 350,500      |  
|Non-cash interest expense                                                    |  |                              | 43,900     |   |                                                     |   | 100,105    |   |  |   | 1,648,675    |  
|Non-cash charges related to options, warrants and common stock               |  |                              | 86,404     |   |                                                     |   | 4,620      |   |  |   | 4,285,171    |  
|Amortization and depreciation                                                |  |                              | 50,342     |   |                                                     |   | 57,495     |   |  |   | 2,239,259    |  
|Changes in current assets and liabilities:                                   |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|(Increase) decrease in other current assets                                  |  |                              | (241,582   | ) |                                                     |   | (327,507   | ) |  |   | 472,228      |  
|Increase in accounts payable and accrued expenses                            |  |                              | 31,923     |   |                                                     |   | 568,747    |   |  |   | 979,567      |  
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net cash used for operating activities                                       |  |                              | (2,373,221 | ) |                                                     |   | (2,319,014 | ) |  |   | (82,369,108  | )
|Cash flows from investing activities:                                        |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Cash acquired through Merger                                                 |  |                              |           |   |                                                     |   |           |   |  |   | 1,758,037    |  
|Purchases of fixed assets                                                    |  |                              | (2,415     | ) |                                                     |   | (4,391     | ) |  |   | (1,346,035   | )
|Increase in other assets                                                     |  |                              | (1,366     | ) |                                                     |   | (930       | ) |  |   | (711,293     | )
|Purchases of marketable securities                                           |  |                              | (1,495,429 | ) |                                                     |   | (3,722,513 | ) |  |   | (113,622,519 | )
|Sales and maturities of marketable securities                                |  |                              | 1,791,138  |   |                                                     |   | 1,376,109  |   |  |   | 112,423,492  |  
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net cash provided by (used for) investing activities                         |  |                              | 291,928    |   |                                                     |   | (2,351,725 | ) |  |   | (1,498,318   | )
|Cash flows from financing activities:                                        |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Proceeds from issuance of common stock                                       |  |                              | 6,048,556  |   |                                                     |   | 1,249      |   |  |   | 50,794,305   |  
|Proceeds from issuance of preferred stock                                    |  |                              |           |   |                                                     |   |           |   |  |   | 35,022,170   |  
|Preferred stock conversion inducement                                        |  |                              |           |   |                                                     |   |           |   |  |   | (600,564     | )
|Proceeds from issuance of notes payable                                      |  |                              |           |   |                                                     |   |           |   |  |   | 6,585,000    |  
|Proceeds from issuance of convertible debentures                             |  |                              |           |   |                                                     |   |           |   |  |   | 9,000,000    |  
|Principal payments of notes payable                                          |  |                              |           |   |                                                     |   |           |   |  |   | (7,146,967   | )
|Dividend payments                                                            |  |                              | (314,987   | ) |                                                     |   |           |   |  |   | (516,747     | )
|Payments of financing costs                                                  |  |                              | (40,752    | ) |                                                     |   | (27,664    | ) |  |   | (5,505,276   | )
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net cash provided by (used for) financing activities                         |  |                              | 5,692,817  |   |                                                     |   | (26,415    | ) |  |   | 87,631,921   |  
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Net increase (decrease) in cash and cash equivalents                         |  |                              | 3,611,524  |   |                                                     |   | (4,697,154 | ) |  |   | 3,764,495    |  
|Cash and cash equivalents, beginning of period                               |  |                              | 152,971    |   |                                                     |   | 6,088,458  |   |  |   |             |  
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Cash and cash equivalents, end of period                                     |  | $                            | 3,764,495  |   |                                                     | $ | 1,391,304  |   |  | $ | 3,764,495    |  
|                                                                             |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Supplemental cash flow disclosures:                                          |  |                              |            |   |                                                     |   |            |   |  |   |              |  
|Non-cash transactions (see Note 5)                                           |  |                              |            |   |                                                     |   |            |   |  |   |              |  



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



-3-



---

##### Table of Contents



Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2005



1. Basis of Presentation



The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for complete financial statements.



The interim unaudited consolidated financial statements contained herein include, in managements opinion, all adjustments (consisting of normal
recurring adjustments) necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented. The results of operations for the interim period shown on this report are not necessarily indicative of
results for a full year. These financial statements should be read in conjunction with the Companys consolidated financial statements and notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.



The accompanying consolidated financial statements have been
prepared on a basis which assumes that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The uncertainty inherent in the need to raise
additional capital and the Companys recurring losses from operations raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



As of March 31,
2005, the Company has experienced total net losses since inception of approximately $108,000,000. For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as management
executes its current business plan. The Company believes that the cash, cash equivalents, and marketable securities available at March 31, 2005 will not provide sufficient working capital to meet its anticipated expenditures for the next twelve
months. The Company believes that the cash, cash equivalents, and marketable securities available at March 31, 2005 and its ability to control certain costs, including those related to clinical trial programs, pre-clinical activities, and certain
general and administrative expenses will enable the Company to meet its anticipated cash expenditures through July 2005. The Company will need to raise additional capital in 2005 through a collaboration, merger or other transaction with other
pharmaceutical or biotechnology companies, or through a debt financing or equity offering to continue as a going concern. There can be no assurance, however, that the Company will be successful or that additional funds will be available on
acceptable terms, if at all.



There have been a number of
recent developments which have simplified the Companys capital structure. In November 2004, the Company utilized funds set aside in a restricted account to repay in full the Companys 10% Convertible Senior Secured Promissory Notes (the
Notes). In February 2005, the Company entered into agreements with the holders (the Holders) of 557.30 shares of Series E Cumulative Convertible Preferred Stock (Series E Stock), whereby the Holders agreed to
convert their Series E Stock and in return the Company agreed to pay a dividend of $564.44 per share held by the Holders and lower the exercise price of the warrants held by the Holders from $7.71 to $0.05. The Holders were also given rights to
invest new funds amounting to up to 33% in the next $16,900,000 raised by the Company in private placements effected by the Company pursuant to an exemption from registration under the Securities Act of 1933, as amended (the Securities
Act). The amount of this preemptive right was reduced to 33% of the next $11,900,000 in March 2005 following completion of the Companys $5,000,000 private placement. On February 4, 2005, the stockholders approved an amendment to the
Certificate of Designations, Rights and Preferences of the Series E Stock, providing for the mandatory conversion of all outstanding shares of Series E Stock, upon the affirmative vote of 75% of the outstanding shares of Series E Stock. The Company
issued 900,646 shares of common stock in connection with the conversion of the 561.3 outstanding shares of Series E Stock.



-4-



---

##### Table of Contents

Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Notes to Condensed Consolidated Financial Statements (Unaudited)



2. Net Loss Per Share



Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss attributable
to common stockholders by the weighted average number of common shares outstanding during the period. All potentially dilutive common shares have been excluded from the calculation of weighted average common shares outstanding since their inclusion
would be anti-dilutive.



Stock options and warrants to purchase
approximately 3.2 million and 2.9 million shares of common stock were outstanding at March 31, 2005 and 2004, respectively, but were not included in the computation of diluted net loss per common share because they were anti-dilutive. The exercise
of those stock options and warrants outstanding at March 31, 2005, which could generate proceeds to the Company of up to approximately $25,000,000, could potentially dilute earnings per share in the future.



3. Comprehensive Loss



The Company had a total comprehensive loss of $2,295,399 and $2,700,182 for the three months ended March 31, 2005 and 2004,
respectively. The difference between total comprehensive loss and net loss is due to unrealized gains and losses on marketable securities.



4. Accounting for Stock-Based Compensation



The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25)
and related interpretations, in accounting for its employee stock-based compensation plans and related equity issuances, rather than the alternative fair value accounting method provided for under Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation, (SFAS No. 123). Under APB 25, when the exercise price of options granted under these plans equals the market price of the underlying stock on the date of grant, provided other criteria
are met, no compensation expense is recognized. All stock-based awards to non-employees are accounted for in accordance with SFAS No. 123 and Emerging Issues Task Force 96-18, Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring or in Conjunction with Selling, Goods or Services.



The following table illustrates the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation:



|                                                                                                                 |  |                              |            |   |      |   |            |  
|---------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                 |  | Three Months Ended March 31, |           
|                                                                                                                 |  | 2005                         |            |   | 2004 |  
|Net loss, as reported                                                                                            |  | $                            | (2,344,208 | ) |      | $ | (2,722,474 | )
|Add: Stock-based employee compensation expense recognized                                                        |  |                              | 86,404     |   |      |   |           |  
|Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards |  |                              | (861,300   | ) |      |   | (171,415   | )
|                                                                                                                 |  |                              |            |   |      |   |            |  
|Pro forma net loss                                                                                               |  | $                            | (3,119,104 | ) |      | $ | (2,893,889 | )
|Accrual of preferred stock dividends and modification of warrants held by preferred stock holders                |  |                              | (715,515   | ) |      |   | (144,283   | )
|                                                                                                                 |  |                              |            |   |      |   |            |  
|Pro forma net loss attributable to common stockholders                                                           |  | $                            | (3,834,619 | ) |      | $ | (3,038,172 | )
|                                                                                                                 |  |                              |            |   |      |   |            |  
|Basic and diluted loss per share                                                                                 |  |                              |            |   |      |   |            |  
|As reported                                                                                                      |  | $                            | (0.37      | ) |      | $ | (0.43      | )
|Pro forma                                                                                                        |  | $                            | (0.46      | ) |      | $ | (0.46      | )



The fair value of each
option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions: dividend yield of zero percent; expected volatility of 100%; risk-free interest rates, based on the date of grant,
ranging from 2% to 6%; and expected lives ranging from three to five years.



-5-



---

##### Table of Contents

Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Notes to Condensed Consolidated Financial Statements (Unaudited)



5. Stockholders Equity



Reverse Stock Split



On February 4, 2005, the Companys stockholders authorized the Companys Board of Directors to effect a reverse stock split of its common stock
at a ratio of one-for-five. The Company has retroactively applied the reverse stock split to all the share and per share amounts for all periods presented in these financial statements. In addition, the reverse stock split resulted in a
reclassification from common stock to additional paid-in capital to reflect the adjusted share amount as the par value of the Companys common stock remained at $0.01.



Preferred Stock



In February 2005, the Company entered into agreements with the Holders of 557.30 shares of Series E Stock, whereby the Holders agreed to convert their
Series E Stock and in return the Company agreed to pay a dividend of $564.44 per share held by the Holders and lower the exercise price of the warrants held by the Holders from $7.71 to $0.05. The Company recorded a charge of approximately $656,000,
as determined under the Black Scholes pricing model (with the following assumptions: dividend yield of zero percent; expected volatility of 100%; risk free interest rate of approximately 3% and warrant term of approximately 3 years), to net loss
attributable to common stockholders during the three months ended March 31, 2005 in connection with this re-pricing. The Holders were also given rights to invest new funds amounting to up to 33% in the next $16,900,000 raised by the Company in
private placements effected by the Company pursuant to an exemption from registration under the Securities Act. The amount of this preemptive right was reduced to 33% of the next $11,900,000 in March 2005 following completion of the Companys
$5,000,000 private placement. On February 4, 2005, the stockholders approved an amendment to the Certificate of Designations, Rights and Preferences of the Series E Stock, providing for the mandatory conversion of all outstanding shares of Series E
Stock, upon the affirmative vote of 75% of the outstanding shares of Series E Stock. The Company issued 900,646 shares of common stock in connection with the conversion of the 561.3 outstanding shares of Series E Stock.



Warrant Exercises



In February 2005, in consideration of the immediate exercise of warrants in
cash, the Company agreed to lower the exercise price of a warrant to purchase 100,000 shares (the ISVP Warrant) of the Companys common stock held by Ingalls & Snyder Value Partners, L.P. (ISVP) from $5.00 to $2.25
per share and to lower the exercise price of warrants to purchase 200,000 (the Gipson Warrant) and 164,025 (the Monoyios Warrant) shares of the Companys common stock held by Robert L. Gipson (Gipson) and
Nikolaos D. Monoyios (Monoyios) from $10.00 to $2.25. The Company received approximately $1,044,000 in connection with the exercise of the ISVP Warrant, the Gipson Warrant and the Monoyios Warrant. The Company recorded a charge of
approximately $316,000, as determined under the Black Scholes pricing model (with the following assumptions: dividend yield of zero percent; expected volatility of 100%; risk free interest rate of approximately 3% and warrant term of approximately 2
years), to stockholders equity during the three months ended March 31, 2005 in connection with changes to the Gipson and Monoyios Warrants. The Company recorded a charge of approximately $44,000, as determined under the Black Scholes pricing
model (with the following assumptions: dividend yield of zero percent; expected volatility of 100%; risk free interest rate of approximately 3% and warrant term of approximately 3 years), to interest expense during the three months ended March 31,
2005 in connection with the changes to the ISVP Warrant.



Private Placement



On March 9, 2005, the
Company completed a private placement of 2,000,000 shares of its common stock which raised approximately $5,000,000 in gross proceeds. The investors in the private placement included Gipson, Thomas O. Boucher, Jr. (Boucher) and other
affiliates of Ingalls & Snyder, LLC (I&S). In connection with the private placement, the Company agreed to file a registration statement relating to the resale of the common stock sold in the private placement upon request of the
investors. All shares purchased by the investors in the private placement are subject to a minimum holding period of one year.



-6-



---

##### Table of Contents

Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Notes to Condensed Consolidated Financial Statements (Unaudited)



Cancellation and Regrant of Stock Options



On March 11, 2005, the Companys Board of Directors approved the
cancellation of options to purchase an aggregate of 483,787 shares of the Companys common stock and the regrant of options to purchase an aggregate of 454,760 shares of the Companys common stock. The per share exercise prices of the
cancelled options ranged from $3.75 to $39.06, with a weighted average exercise price of $11.89. The aggregate number of stock options outstanding after such cancellation and regrant of options was reduced by approximately 6%. These cancellations
and regrants were effected under the Amended and Restated Omnibus Stock Option Plan and the 1998 Omnibus Stock Option Plan, each of which expressly provides for the mechanism of option exchanges. Each of the regranted options contains the following
terms: (i) an exercise price equal to the fair market value on the grant date which was the last sale price on March 11, 2005, or $2.31 per share; (ii) a ten-year duration; and (iii) 33% vesting on the date of grant with the remaining 67% vesting
thereafter in 36 equal monthly installments. Prior to the adoption of Statement No. 123(R) Share-Based Payments (SFAS 123(R)), the Company will record a charge each quarter equal to the intrinsic value (difference between the
Companys stock price and exercise price) of the 454,760 options which are deemed to have been repriced until the earlier of (i) the exercise of these options or (ii) the expiration or cancellation of these options. The Company recorded a
charge of approximately $86,000 for the three months ended March 31, 2005.



Rights Agreement



On
March 14, 2005, the Company and Continental Stock Transfer & Trust Company amended the Rights Agreement dated as of September 11, 2001, to amend the definition of Exempt Person to include all purchasers of shares of the Companys common
stock under the common stock purchase agreement, dated as of March 9, 2005, by and among the Company and the purchasers listed therein.



6. Commitments and Contingencies



The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent
liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.



License Agreements



Since inception, the Company has paid Harvard University and its affiliates under the terms of its current license agreements (the License
Agreements) approximately $850,000 in initial licensing fees and milestone payments. The License Agreements obligate the Company to pay up to an aggregate of $7,420,000 in milestone payments in the future. These future milestone payments are
generally payable only upon the completion of later stage clinical trials and the filing of an New Drug Application (NDA) or similar application seeking product approval. Most of these contingent milestone payments are associated with
technologies that are presently in early stage development.



Contingencies



The Company is subject to legal
proceedings in the ordinary course of business. One matter involves a claim for cash and warrants to purchase shares of common stock of the Company in connection with one of the Companys private placements. Management has responded that there
is no legal or equitable basis for payment of the claim, and believes that the resolution of this matter and others will not have a material adverse effect on the consolidated financial statements.



-7-



---

##### Table of Contents

Boston Life Sciences, Inc.

(A Development Stage Enterprise)



Notes to Condensed Consolidated Financial Statements (Unaudited)



Guarantor Arrangements



As permitted under Delaware law, the Company has entered into agreements whereby the Company indemnifies its executive
officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Companys request in such capacity. The term of the indemnification period is for the officers or directors lifetime.
The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits the Companys exposure and
enables the Company to recover a portion of any future amounts paid. As a result of the Companys insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.



The Company enters into arrangements with certain service providers to
perform research, development, and clinical services for the Company. Under the terms of these arrangements, such service providers may use the Companys technologies in performing their services. The Company enters into standard
indemnification agreements with those service providers, whereby the Company indemnifies them for any liability associated with their use of the Companys technologies. The maximum potential amount of future payments the Company would be
required to make under these indemnification agreements is unlimited; however, the Company has product liability and general liability policies that enable the Company to recover a portion of any amounts paid. As a result of the Companys
insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.



7. New Accounting Pronouncement



In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 123(R). SFAS 123(R) revises FASB Statement No. 123,
Accounting for Stock-Based Compensation, supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. SFAS 123(R) requires companies to
expense the fair value of employee stock options and other forms of stock-based compensation over the employees service period. Compensation cost is measured at the fair value of the award at the grant date and adjusted to reflect actual
forfeitures and the outcome of certain conditions. The fair value of an award is not re-measured after its initial estimation on the grant date. In March 2005, the SEC issued Staff Accounting Bulletin (SAB) 107. SAB 107 expresses views of the SEC
regarding the interaction between SFAS 123R and certain SEC rules and regulations and provides the SECs views regarding the valuation of share-based payment arrangements for public companies. In December 2004, the FASB determined that the
effective date of SFAS 123(R) should be the first interim or annual reporting period that begins after June 15, 2005. In April 2005, the Securities and Exchange Commission amended the effective compliance date to be the first annual reporting period
beginning on or after June 15, 2005. Therefore, the Company is required to be compliant beginning January 1, 2006. The Company is evaluating if the adoption of SFAS 123(R) and SAB 107 will have a material impact on its results of operations and
earnings per share. The Company is also evaluating the requirements of SFAS 123(R) and SAB 107 and has not yet determined the method of adoption or whether this adoption will result in amounts that are similar to the current pro forma disclosures
under SFAS No. 123 as set forth in Note 4.



-8-



---

##### Table of Contents

Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations



This Quarterly Report on Form 10-Q contains forward-looking statements. Specifically, any statements contained herein that are not based on historical
fact may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). Without limiting the foregoing, the words believes, anticipates, plans, expects, and similar expressions are intended to identify forward-looking statements. Such statements include,
without limitation, statements regarding expectations or beliefs as to future results or events, such as the expected timing and results of clinical trials, discussions with regulatory agencies, schedules of Investigational New Drug applications, or
INDs, NDAs, and all other regulatory submissions, the timing of product introductions, the possible approval of products (including the ultimate approvability of ALTROPANE®), and the market size and possible advantages of our products. All such forward-looking statements involve substantial risks and
uncertainties, and actual results may vary materially from these statements. Factors that may affect future results include: the availability and adequacy of financial resources, delays in the regulatory or development processes, results from
clinical and pre-clinical trials, regulatory decisions (including the discretion of the Food and Drug Administration, or FDA, following completion of a single Phase III trial to require us to conduct additional clinical trials in order to achieve
approvability of ALTROPANE), market acceptance of our products, the ability to obtain intellectual property protection, the outcome of discussions with potential partners and other possible risks and uncertainties that have been noted in reports
filed by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2004. If any of these risks actually occur, our business, financial condition or results of operations would likely
suffer. We undertake no intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.



General



Description of Company



We are a biotechnology company engaged in the research and development of biopharmaceutical products for the diagnosis and treatment of central nervous
system, or CNS, diseases. At March 31, 2005, we are considered a development stage enterprise as defined in Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises.



As of March 31, 2005, we have experienced total net losses
since inception of approximately $108,000,000. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as management executes its current business plan. We believe that the cash, cash
equivalents, and marketable securities available at March 31, 2005 will not provide sufficient working capital to meet our anticipated expenditures for the next twelve months. We believe that the cash, cash equivalents, and marketable securities
available at March 31, 2005 and our ability to control certain costs, including those related to clinical trial programs, pre-clinical activities, and certain general and administrative expenses will enable us to meet our anticipated cash
expenditures through July 2005. We will need to raise additional capital in 2005 through a collaboration, merger or other transaction with other pharmaceutical or biotechnology companies, or through a debt financing or equity offering to continue as
a going concern. There can be no assurance, however, that we will be successful or that additional funds will be available on acceptable terms, if at all.



Our ability to continue development of our programs in 2005, including the Phase III trial of ALTROPANE as a diagnostic for Parkinsonian Syndromes, or PS,
the Phase II trial of ALTROPANE as a diagnostic for Attention Deficit Hyperactivity Disorder, or ADHD, and our pre-clinical programs including Inosine and O-1369 may be affected by the availability of financial resources to fund each program. During
2005, financial considerations may cause us to modify planned development activities for one or more of our programs, and we may decide to suspend development of one or more programs until we are able to secure additional working capital. If we are
not able to raise additional capital in 2005, we will not have sufficient funds to complete the Phase III clinical trial of ALTROPANE as a diagnostic for PS or the Phase II trial of ALTROPANE as a diagnostic for ADHD.



Product Development



ALTROPANE is an imaging agent being developed for two applications: 1) the
differential diagnosis of PS (including Parkinsons Disease, or PD), and non-PS in patients with tremor; and 2) and ADHD. We completed an initial Phase III trial of ALTROPANE for use in differentiating PS movement disorders from non-PS movement
disorders. In April 2004, we reached an agreement with the FDA under the Special Protocol Assessment, or SPA, process regarding our protocol design for a new Phase III clinical trial of ALTROPANE for the differentiation of Parkinsonian tremors from
tremors due to other, non-Parkinsonian causes. Our Phase III clinical trial is designed to distinguish PS from non-PS in patients with tremors. The trial will enroll subjects who have been referred to a neurology clinic with a diagnosis of tremor
who, upon enrollment, will be diagnosed by a general practitioner or internist as having either a Parkinsonian or non-Parkinsonian tremor. Each subject will then undergo an ALTROPANE SPECT scan prior to being diagnosed by a movement disorder
specialist, or MDS, as having either a Parkinsonian or non-Parkinsonian tremor. The Single Photon Emission Computed Tomography, or SPECT, scans will be read blind by a panel of nuclear medicine physicians. The results of the blinded
reads will then be compared to the expert MDS diagnosis for sensitivity and



-9-



---

##### Table of Contents

specificity. The primary endpoint will be the confirmation of the hypothesis that the diagnostic accuracy of ALTROPANE is significantly superior to the
diagnostic accuracy of the internist or general practitioner. The diagnosis of a MDS will be utilized as the gold standard. Because we have elected to pursue a single, large Phase III trial for this indication, rather than two smaller,
replicate trials, the SPA provides that the trial be powered to potentially achieve a p-value of 0.02 or less. FDA may require this level of statistical power to achieve approvability. We currently expect to enlist up to 25 centers in the United
States, most of which are university-based, and to enroll a minimum of 500 patients (250 patients with Parkinsonian tremors and 250 patients with non-Parkinsonian tremors). Enrollment for this Phase III trial is ongoing. We believe that, if the
endpoints are met and no significant safety concerns or protocol deviations occur, this Phase III trial could provide the basis for an NDA submission and ultimate approval of ALTROPANE. However, we can provide no assurance that the FDA will not
request additional clinical trial data or other regulatory information before it will accept an NDA submission for ALTROPANE.



We are currently conducting our second Phase II trial of ALTROPANE for the diagnosis of ADHD in adults using improved enrollment criteria, a simplified
scanning procedure and algorithm adjustments for scan analysis. Patient enrollment in this trial has been constrained by our limited financial resources. We do not expect to be able to accelerate enrollment in this trial until such time as we raise
sufficient additional capital.



Inosine is an axon sprouting
factor which specifically promotes axon outgrowth in CNS cells. In July 2004, we filed an IND application with the FDA for the use of Inosine to enhance motor function recovery after stroke. The IND included data which assessed the toxicity of
Inosine administered via continuous infusion into the lateral ventricle of the brain in both rats and dogs in a manner identical to that proposed for our Phase I clinical trial in the IND.



In September 2004, we announced that we had received a written response to
our Inosine IND filing from the FDA. In its response, the FDA placed our Phase I study on clinical hold pending the submission of additional pharmacology and toxicology data. We have submitted a letter to the FDA stating our intention to perform
this additional work and requesting confirmation that the submission of these data will be sufficient to remove the clinical hold and to initiate the Phase I study. On September 27, 2004, we held a teleconference call with the FDA to clarify the
FDAs requests for additional data. The FDA advised us to conduct the reprocessing of brain tissue samples and specialized histological staining of the brain sections and to submit these data for their review. We do not expect additional tissue
analyses to yield evidence of toxicity, but there can be no assurance that will be the case. We expect that the FDA will finalize their review of the IND amendment within 30 days of receipt of our complete response to the clinical hold letter. We
believe that if there are no further questions or comments by the FDA after their review, our Phase I study will be taken off clinical hold and we will be given clearance to proceed with our Phase I trial. There is no assurance that we will be taken
off clinical hold or that the FDA will not have further questions or concerns that will require, among other things, an additional response or that other preclinical studies be completed prior to initiating the Phase I trial.



The proposed Phase I study has been designed to enroll 27 moderate to severe
stroke patients. The study design calls for a dose escalation of Inosine given to three groups of stroke patients (9 patients in each dose group). The highest dose given will be the estimated human equivalent of the effective dose given to rats. All
patients will be maintained on their initial dose of Inosine for the full study period. Inosine will be administered via an implantable subcutaneous pump and intracerebral ventricular catheter system that potentially allows the patient to leave the
hospital at the same approximate time that they otherwise would have after such a stroke. In addition to safety monitoring, efficacy monitoring will also be performed, but the small number of patients and the duration of treatment will probably
preclude statistically valid efficacy conclusions to be drawn. It is expected that formal efficacy testing will be the purpose of a Phase II trial, which will follow the Phase I trial if there are no significant safety concerns raised by the Phase I
trial.



Our earlier stage product candidates include O-1369 for
the treatment of PD, FLUORATEC, a second-generation imaging agent for the diagnosis of PD and ADHD, and Troponin, our anti-angiogenic agent. The Troponin program is focused on developing therapeutics to prevent the growth and spread of a
number of cancers. The program does not fall within our current strategic focus on developing diagnostics and therapeutics for CNS diseases. Therefore, we are currently exploring our strategic alternatives related to this program including, but not
limited to, terminating further development.



To date, we have
not marketed, distributed or sold any products and, with the exception of ALTROPANE, all of our technologies and early-stage product candidates are in pre-clinical development. Our product candidates must undergo a rigorous regulatory approval
process which includes extensive pre-clinical and clinical testing to demonstrate safety and efficacy before any resulting product can be marketed. The FDA has stringent laboratory and manufacturing standards which must be complied with before we
can test our product candidates in humans or make them commercially available. Pre-clinical testing and clinical trials are lengthy and expensive and the historical rate of failure for product candidates is high. Clinical trials require sufficient
patient enrollment which is a function of many factors, and delays and difficulties in completing patient enrollment can result in increased costs and longer development times. The foregoing uncertainties and risks limit our ability to estimate the
timing and amount of future costs that will be required to complete the clinical development of each program. In addition, we are unable to estimate when material net cash inflows are expected to commence as a result of the successful completion of
one or more of our programs. However, we do not currently expect to generate revenues from product sales for at least the next three years.



-10-



---

##### Table of Contents

The biotechnology and pharmaceutical industries are highly competitive and are dominated by larger, more
experienced and better capitalized companies. Any delays we encounter in completing our clinical trial programs may adversely impact our competitive position in the markets in which we compete. Such delays may also adversely affect our financial
position and liquidity.



Following is information on the direct
research and development costs incurred on our principal scientific technology programs currently under development. These amounts do not include research and development employee and related overhead costs which total approximately $13,000,000 on a
cumulative basis.



|                   |  |                 |         |             |   |            |  |   |           
|------------------ |  | --------------- | ------- | ----------- | - | ---------- |  | - | ----------
|Program            |  | 1st Quarter2005 |         | Year todate |   | Cumulative
|Diagnostic imaging |  | $               | 419,000 |             | $ | 419,000    |  | $ | 17,215,000
|Anti-angiogenesis  |  |                 | 60,000  |             |   | 60,000     |  |   | 13,467,000
|CNS regeneration   |  |                 | 139,000 |             |   | 139,000    |  |   | 8,815,000 
|Other              |  | $               | 90,000  |             | $ | 90,000     |  | $ | 1,027,000 



Estimating costs and
time to complete development of a specific program or technology is difficult due to the uncertainties of the development process and the requirements of the FDA which could require additional clinical trials or other development and testing.
Results of any testing could lead to a decision to change or terminate development of a technology, in which case estimated future costs could change substantially. In the event we were to enter into a licensing or other collaborative agreement with
a corporate partner involving sharing or funding by such corporate partner of development costs, the estimated development costs incurred by us could be substantially less than estimated. Additionally, research and development costs are extremely
difficult to estimate for early-stage technologies due to the fact that there are generally less comprehensive data available for such technologies to determine the development activities that would be required prior to the filing of an NDA. As a
result, we cannot reasonably estimate the cost and the date of completion for any technology that is not at least in Phase III clinical development due to the uncertainty regarding the number of required trials, the size of such trials and the
duration of development. At March 31, 2005, our estimate to complete our Phase III clinical trial for ALTROPANE was approximately $5,700,000. However, there can be no assurance that it will not cost more to complete the Phase III trial.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements which have been prepared by us in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our estimates include those related to marketable securities, research
contracts, and the fair value and classification of equity instruments. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.



Marketable Securities



Our marketable
securities consist exclusively of investments in United States agency bonds and corporate debt obligations. These marketable securities are adjusted to fair value on the consolidated balance sheet through other comprehensive income. If a decline in
the fair value of a security is considered to be other than temporary, the investment is written down to a new cost basis and the unrealized loss is removed from accumulated other comprehensive loss and recorded in the Consolidated Statement of
Operations. We evaluate whether a decline in fair value is other than temporary based on factors such as the significance of the decline, the duration of time for which the decline has been in existence and our ability and intent to hold the
security to maturity. To date, we have not recorded any other than temporary impairments related to our marketable securities. These marketable securities are classified as current assets because they are highly liquid and are available, as
required, to meet working capital and other operating requirements.



Research Contracts



We regularly enter into
contracts with third parties to perform research and development activities in connection with our scientific technologies. Costs incurred under these contracts are recognized ratably over the term of the contract or based on actual enrollment
levels which we believe corresponds to the manner in which the work is performed. Clinical trial, contract services and other outside costs require that we make estimates of the costs incurred in a given accounting period and record accruals at
period end as the third party service periods and billing terms do not always coincide with our period end. We base our estimates on our knowledge of the research and development programs, services performed for the period, past history for related
activities and the expected duration of the third party service contract, where applicable.



-11-



---

##### Table of Contents

Fair Value and Classification of Equity Instruments



Historically, we have issued warrants to purchase shares of our common stock
in connection with our debt and equity financings. We record each of the securities issued on a relative fair value basis up to the amount of the proceeds received. We estimate the fair value of the warrants using the Black-Scholes option pricing
model. The Black-Scholes model is dependent on a number of variables and estimates including: interest rates, dividend yield, volatility and the expected term of the warrants. Our estimates are based on market interest rates at the date of issuance,
our past history for declaring dividends, our stock price volatility and the contractual term of the warrants. The value ascribed to the warrants in connection with debt offerings is considered a cost of capital and amortized to interest expense
over the term of the debt.



We have, at certain times, issued
preferred stock and notes, which were convertible into common stock at a discount from the common stock market price at the date of issuance. The discounted amount associated with such conversion rights represents an incremental yield, or
beneficial conversion feature that is recorded when the consideration allocated to the convertible security, divided by the number of common shares into which the security converts, is below the fair value of the common stock at the date
of issuance of the convertible instrument.



A beneficial
conversion feature associated with the preferred stock is recognized as a return to the preferred shareholders and represents a non-cash charge in the determination of net loss available to common stockholders. The beneficial conversion feature is
recognized in full immediately if there is no redemption date for the preferred stock, or over the period of issuance through the redemption date, if applicable. A beneficial conversion feature associated with debentures, notes or other debt
instruments is recognized as discount to the debt and is amortized as additional interest expense ratably over the remaining term of the debt instrument.



Results of Operations



Three Months Ended March 31, 2005 and 2004



Our net loss was $2,344,208 during the three months ended March 31, 2005 as compared with $2,722,474 during the three months ended March 31, 2004. Our net
loss attributable to common stockholders, including a charge related to a modification of warrants held by preferred stock holders of $655,992 in the 2005 period, was $3,059,723 during the three months ended March 31, 2005 as compared with
$2,866,757 during the three months ended March 31, 2004. Net loss attributable to common stockholders totaled $0.37 per share for the 2005 period as compared to $0.43 per share for the 2004 period. The decrease in net loss in the 2005 period was
primarily due to lower research and development and interest expenses in the 2005 period. The lower net loss attributable to common stockholders on a per share basis in the 2005 period was primarily due to an increase in weighted average shares
outstanding of approximately 1,661,000 shares, which was primarily the result of the conversion of all outstanding Series E Stock in February 2005 and the private placement of common stock completed by us in March 2005. The increase in weighted
average shares outstanding was partially offset by the charge related to a modification of warrants held by preferred stock holders recognized in the 2005 period which did not occur in the 2004 period.



Research and development expenses were $1,290,462 during the three months
ended March 31, 2005 as compared with $1,588,427 during the three months ended March 31, 2004. The decrease in the 2005 period was primarily attributable to lower pre-clinical costs for Inosine of approximately $706,000 associated with certain
animal toxicology studies completed in 2004. This decrease was partially offset by higher clinical trial costs of approximately $314,000 related to our Phase III clinical trial of ALTROPANE. We also incurred higher compensation expense in the 2005
period of approximately $99,000, of which $60,000 related to the repricing of options for research and development employees and $39,000 related to higher headcount. We currently anticipate that our research and development expenses will increase
over the next twelve months although there may be significant fluctuations on a quarterly basis. This expected increase is primarily related to costs associated with our Phase III trial of ALTROPANE although these increases may be offset, in part,
by the absence of costs associated with the completion of the pre-clinical program for Inosine. Our current working capital constraints, and the results of our efforts to raise additional funds, may limit or significantly alter our planned
expenditures.



General and administrative expenses were
$1,012,936 during the three months ended March 31, 2005 as compared with $982,420 during the three months ended March 31, 2004. The increase in the 2005 period was primarily related to (i) approximately $130,000 associated with a special meeting of
stockholders held in February 2005, (ii) higher compensation expense of approximately $113,000, of which $26,000 related to the repricing of options for general and administrative employees and $87,000 was related to higher headcount, and (iii)
higher patent related legal expenses of approximately $47,000. This increase was offset by lower legal costs of approximately $275,000 largely associated with a settlement and standstill agreement, or Settlement Agreement, we entered into on June
15, 2004 with Gipson, Boucher, I&S and ISVP. We currently anticipate that our general and administrative expenses will increase over the next twelve months due to our higher headcount although we believe these increases may be offset, in part,
by the absence of costs associated with the Settlement Agreement.



-12-



---

##### Table of Contents

Interest expense was $43,900 during the three months ended March 31, 2005 as compared with $208,868
during the three months ended March 31, 2004. The decrease in the 2005 period was attributable to the prepayment in November 2004 of the outstanding principal plus accrued interest on the Notes. This decrease was partially offset by non-cash
interest expense of approximately $44,000. In February 2005, in consideration of the immediate exercise in cash, the Company agreed to lower the exercise price of the ISVP Warrant.



Investment income was $5,322 during the three months ended March 31, 2005 as compared with $57,241 during the three months
ended March 31, 2004. The decrease was primarily due to lower average cash, cash equivalent, and marketable securities balances during the 2005 period.



Accrual of preferred stock dividends and modification of warrants held by preferred stock holders was $715,515 during the three months ended March 31,
2005 as compared with $144,283 during the three months ended March 31, 2004. In December 2003, we issued 800 shares of Series E Stock with a purchase price of $10,000 per share of Series E Stock which initially yielded a cumulative dividend of 4%
per annum increasing to 8% in June 2005. In February 2005, we entered into agreements with the Holders of Series E Stock, whereby the Holders agreed to convert their Series E Stock into common stock. The conversion resulted in a decrease in the
accrual of preferred stock dividends in the 2005 period. We agreed to pay a dividend of $564.44 for each share of Series E Stock held by the Holders that was converted and to lower the exercise price of the warrants held by the Holders from $7.71 to
$0.05. We recorded a charge related to a modification of warrants held by preferred stock holders of $655,992 as determined under the Black Scholes pricing model, during the three months ended March 31, 2005 in connection with the re-pricing of the
warrants as compared with none during the three months ended March 31, 2004. We recorded a charge of $59,523 during the three months ended March 31, 2005 related to the accrual of preferred stock dividends as compared with $144,283 during the three
months ended March 31, 2004.



Liquidity and Capital Resources



Net cash used for operating activities, primarily related
to our net loss, totaled $2,373,221 during the three months ended March 31, 2005 as compared with $2,319,014 during the three months ended March 31, 2004. Net cash provided by investing activities totaled $291,928 during the three months ended March
31, 2005 as compared with cash used for investing activities of $2,351,725 during the three months ended March 31, 2004. The difference in investing activities principally reflects the purchase of marketable securities with the proceeds from the
private placements described below, net of the sales of marketable securities which were subsequently used to fund operations. Net cash provided by financing activities totaled $5,692,817 during the three months ended March 31, 2005 as compared with
cash used for financing activities of $26,415 during the three months ended March 31, 2004. The difference in financing activities principally reflects the effect of the private placements described below.



As of March 31, 2005, we had incurred total net losses since inception of
approximately $108,000,000. To date, we have dedicated most of our financial resources to the research and development of our product candidates, general and administrative expenses and costs related to obtaining and protecting patents. Since
inception, we have primarily satisfied our working capital requirements from the sale of our securities through private placements. These private placements have included the sale of preferred stock and common stock, as well as notes payable and
convertible debentures. A summary of financings completed during the three years ended March 31, 2005 is as follows:



|              |  |                     |             |                   |                                                             
|------------- |  | ------------------- | ----------- | ----------------- | ------------------------------------------------------------
|Date          |  | Net Proceeds Raised |             | Securities Issued
|March 2005    |  | $                   | 5.0 million |                   | Common stock                                                
|December 2003 |  | $                   | 7.0 million |                   | Convertible preferred stock and warrants                    
|March 2003    |  | $                   | 9.9 million |                   | Common stock                                                
|July 2002     |  | $                   | 3.9 million |                   | Convertible 10% senior secured promissory notes and warrants



In the future, our
working capital and capital requirements will depend on numerous factors, including the progress of our research and development activities, the level of resources that we devote to the developmental, clinical, and regulatory aspects of our
technologies, and the extent to which we enter into collaborative relationships with pharmaceutical and biotechnology companies.



At March 31, 2005, we had available cash, cash equivalents, and marketable securities of approximately $4,964,000 and working capital of approximately
$3,598,000. We believe that the cash, cash equivalents, and marketable securities available at March 31, 2005 will not provide sufficient working capital to meet our anticipated expenditures for the next twelve months. We believe that the cash, cash
equivalents, and marketable securities available at March 31, 2005 and our ability to control certain costs, including those related to clinical trial programs, pre-clinical activities, and certain general and administrative expenses will enable us
to meet our anticipated cash expenditures through July 2005. We will need to raise additional capital in 2005 through a collaboration, merger or other transaction with other pharmaceutical or biotechnology companies, or through a debt financing or
equity offering in order to



-13-



---

##### Table of Contents

continue as a going concern. There can be no assurance, however, that we will be successful or that additional funds will be available on acceptable terms,
if at all.



Recent Accounting Pronouncement



In December 2004, the FASB issued SFAS 123(R)). SFAS 123(R) revises
FASB Statement No. 123, Accounting for Stock-Based Compensation, supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. SFAS 123(R)
requires companies to expense the fair value of employee stock options and other forms of stock-based compensation over the employees service period. Compensation cost is measured at the fair value of the award at the grant date and adjusted
to reflect actual forfeitures and the outcome of certain conditions. The fair value of an award is not re-measured after its initial estimation on the grant date. In March 2005, the SEC issued Staff Accounting Bulletin (SAB) 107. SAB 107 expresses
views of the SEC regarding the interaction between SFAS 123R and certain SEC rules and regulations and provides the SECs views regarding the valuation of share-based payment arrangements for public companies. In December 2004, the FASB
determined that the effective date of SFAS 123(R) should be the first interim or annual reporting period that begins after June 15, 2005. In April 2005, the Securities and Exchange Commission amended the effective compliance date to be the first
annual reporting period beginning on or after June 15, 2005. Therefore, we are required to be compliant beginning January 1, 2006. We are evaluating if the adoption of SFAS 123(R) and SAB 107 will have a material impact on our results of operations
and earnings per share. We are also evaluating the requirements of SFAS 123(R) and SAB 107 and have not yet determined the method of adoption or whether this adoption will result in amounts that are similar to the current pro forma disclosures under
SFAS No. 123 as set forth in Note 4.



Risk Factors



We operate in a rapidly changing environment that involves a number of
risks, some of which are beyond our control. The following discussion highlights some of these risks and others are discussed elsewhere herein.



Risks Related to our Financial Results and Need for Additional Financing



WE ARE A DEVELOPMENT STAGE COMPANY. WE HAVE INCURRED LOSSES FROM OUR OPERATIONS SINCE INCEPTION AND ANTICIPATE LOSSES FOR THE FORESEEABLE FUTURE. WE
WILL NOT BE ABLE TO ACHIEVE PROFITABILITY UNLESS WE OBTAIN REGULATORY APPROVAL AND MARKET ACCEPTANCE OF OUR PRODUCT CANDIDATES.



Biotechnology companies that have no approved products or other sources of revenue are generally referred to as development stage companies. The majority
of biotechnology companies are development stage companies. As of March 31, 2005, we had incurred cumulative net losses of approximately $108,000,000 since inception. We have never generated revenues from product sales and we do not currently expect
to generate revenues from product sales for at least the next three years. If we do generate revenues and operating profits in the future, our ability to continue to do so in the long term could be affected by the introduction of competitors
products and other market factors. We expect to incur significant operating losses for at least the next three years. The level of our operating losses may increase in the future if more of our product candidates begin human clinical trials. We will
never generate revenues or achieve profitability unless we obtain regulatory approval and market acceptance of our product candidates. This will require us to be successful in a range of challenging activities, including clinical trial stages of
development, obtaining regulatory approval for our product candidates, and manufacturing, marketing and selling them. We may never succeed in these activities, and may never generate revenues that are significant enough to achieve profitability.
Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.



WE WILL NEED SUBSTANTIAL ADDITIONAL FUNDING IN ORDER TO CONTINUE OUR BUSINESS AND OPERATIONS. IF WE ARE UNABLE TO SECURE SUCH FUNDING ON ACCEPTABLE TERMS,
WE MAY NEED TO SIGNIFICANTLY REDUCE, DELAY OR CEASE ONE OR MORE OF OUR RESEARCH OR DEVELOPMENT PROGRAMS, OR SURRENDER RIGHTS TO SOME OR ALL OF OUR TECHNOLOGIES.



We require significant funds to conduct research and development, including pre-clinical studies and clinical trials of our
technologies, and to commercialize our product candidates, if any such product candidates receive regulatory approval for commercial sale. Because the successful development of our products is uncertain, we are unable to estimate the actual funds we
will require to develop and commercialize them. Our funding requirements depend on many factors, including:



| |  |  | The scope, rate of progress and cost of our clinical trials and other research and development activities;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Future clinical trial results;
| | - |  | ------------------------------



| |  |  | The terms and timing of any collaborative, licensing and other arrangements that we may establish;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | The cost and timing of regulatory approvals and of establishing sales, marketing and distribution capabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | The cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



-14-



---

##### Table of Contents

| |  |  | The cost of obtaining and maintaining licenses to use patented technologies;
| | - |  | ----------------------------------------------------------------------------



| |  |  | The effect of competing technological and market developments; and
| | - |  | ------------------------------------------------------------------



| |  |  | The cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights and other patent-related costs, including litigation costs and the
results of such litigation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Until such time, if
ever, as we can generate substantial revenue from product sales or through collaborative arrangements with third parties, we may need to raise additional capital. To date, we have experienced negative cash flows from operations and have funded our
operations primarily from equity financings. Additional funds may not be available to us on acceptable terms or at all. If adequate funds are not readily available, we may need to significantly reduce or even cease one or more of our research or
development programs. Alternatively, to secure such funds, we may be required to enter financing arrangements with others that may require us to surrender rights to some or all of our technologies or grant licenses on terms that are not favorable to
us. If the results of our current or future clinical trials are not favorable, it may negatively affect our ability to raise additional funds. If we are successful in obtaining additional equity financing, the terms of such financing will have the
effect of diluting the holdings and the rights of our shareholders. Estimates about how much funding will be required are based on a number of assumptions, all of which are subject to change based on the results and progress of our research and
development activities.



For the foreseeable future, we expect
to experience continuing operating losses and negative cash flows from operations as management executes our current business plan. We believe that the cash, cash equivalents, and marketable securities available at March 31, 2005 will not provide
sufficient working capital to meet our anticipated expenditures for the next twelve months. We believe that the cash, cash equivalents, and marketable securities available at March 31, 2005 and our ability to control certain costs, including those
related to clinical trial programs, pre-clinical activities, and certain general and administrative expenses will enable us to meet our anticipated cash expenditures through July 2005. We will need to raise additional capital in 2005 through a
collaboration, merger or other transaction with other pharmaceutical or biotechnology companies, or through a debt financing or equity offering to continue as a going concern. There can be no assurance, however, that we will be successful or that
additional funds will be available on acceptable terms, if at all.



Our ability to continue development of our programs in 2005, including the Phase III trial of ALTROPANE as a diagnostic for PS, the Phase II trial of ALTROPANE as a diagnostic for ADHD, and our pre-clinical programs including Inosine and
O-1369 may be affected by the availability of financial resources to fund each program. During 2005, financial considerations may cause us to modify planned development activities for one or more of our programs, and we may decide to suspend
development of one or more programs until we are able to secure additional working capital. If we are not able to raise additional capital in 2005, we will not have sufficient funds to complete the Phase III clinical trial of ALTROPANE as a
diagnostic for PS or the Phase II trial of ALTROPANE as a diagnostic for ADHD.



Risks Related to Commercialization



OUR
SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY DEVELOP OUR PRODUCT CANDIDATES INTO COMMERCIAL PRODUCTS.



To date, we have not marketed, distributed or sold any products and, with the exception of the ALTROPANE imaging agent, all of our technologies and
early-stage product candidates are in pre-clinical development. The success of our business depends primarily upon our ability to successfully develop and commercialize our product candidates. Successful research and product development in the
biotechnology industry is highly uncertain, and very few research and development projects produce a commercial product. In the biotechnology industry, it has been estimated that less than five percent of the technologies for which research and
development



-15-



---

##### Table of Contents

efforts are initiated ultimately result in an approved product. If we are unable to successfully commercialize ALTROPANE or any of our other product
candidates, our business would be materially harmed.



EVEN IF
WE RECEIVE APPROVAL TO MARKET OUR DRUG CANDIDATES, THE MARKET MAY NOT BE RECEPTIVE TO OUR DRUG CANDIDATES UPON THEIR COMMERCIAL INTRODUCTION, WHICH COULD PREVENT US FROM SUCCESSFULLY COMMERCIALIZING OUR PRODUCTS AND FROM BEING PROFITABLE.



Even if our drug candidates are successfully developed, our
success and growth will also depend upon the acceptance of these drug candidates by physicians and third-party payors. Acceptance of our product development candidates will be a function of our products being clinically useful, being cost effective
and demonstrating superior therapeutic effect with an acceptable side effect profile as compared to existing or future treatments. In addition, even if our products achieve market acceptance, we may not be able to maintain that market acceptance
over time.



Factors that we believe will materially affect
market acceptance of our drug candidates under development include:



| |  |  | The timing of our receipt of any marketing approvals, the terms of any approval and the countries in which approvals are obtained;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The safety, efficacy and ease of administration of our products;
| | - |  | ----------------------------------------------------------------



| |  |  | The competitive pricing of our products;
| | - |  | ----------------------------------------



| |  |  | The success of our education and marketing programs;
| | - |  | ----------------------------------------------------



| |  |  | The sales and marketing efforts of competitors; and
| | - |  | ---------------------------------------------------



| |  |  | The availability and amount of government and third-party payor reimbursement.
| | - |  | ------------------------------------------------------------------------------



If our products do not achieve market acceptance, we will not be able to generate sufficient revenues from product sales to maintain or grow our
business.



Risk Related to Regulation



IF OUR PRE-CLINICAL TESTING AND CLINICAL TRIALS ARE NOT SUCCESSFUL, WE WILL
NOT OBTAIN REGULATORY APPROVAL FOR COMMERCIAL SALE OF OUR PRODUCT CANDIDATES.



We will be required to demonstrate, through pre-clinical testing and clinical trials, that our drug candidates are safe and effective before we can obtain regulatory approval for the commercial sale of our drug
candidates. Pre-clinical testing and clinical trials are lengthy and expensive and the historical rate of failure for drug candidates is high. Product candidates that appear promising in the early phases of development, such as in pre-clinical study
or in early human clinical trials, may fail to demonstrate safety and efficacy in clinical trials.



Except for the ALTROPANE imaging agent, we have not yet received IND approval from the FDA for our other product candidates which will be required before
we can begin clinical trials in the United States. We may not submit INDs for our product candidates if we are unable to accumulate the necessary pre-clinical data for the filing of an IND. The FDA may request additional pre-clinical data before
allowing us to commence clinical trials. As an example, the FDA has requested additional information before it will consider approving our IND filing for one of our product candidates, Inosine. The FDA or other applicable regulatory authorities may
suspend clinical trials of a drug candidate at any time if we or they believe the subjects or patients participating in such trials are being exposed to unacceptable health risks or for other reasons. Adverse side effects of a drug candidate on
subjects or patients in a clinical trial could result in the FDA or foreign regulatory authorities refusing to approve a particular drug candidate for any or all indications of use.



We are currently enrolling patients in our Phase III clinical trial of ALTROPANE for use in distinguishing Parkinsonian from
non-PS in patients with tremors and have a written agreement with the FDA relating to the design and analysis of the study protocol for this Phase III trial. The primary endpoint of the new Phase III trial will be confirmation of the hypothesis that
the diagnostic accuracy of ALTROPANE is significantly superior to the diagnostic accuracy of the internist or general practitioner, when compared against the gold standard of diagnosis by a MDS. Because we have elected to pursue a
single, large Phase III trial for this indication, rather than two replicate, smaller trials, the FDA has required that we design the trial to achieve a p-value of 0.02 or less and that we attain a level of statistical significance for the primary
endpoint in order to achieve approvability. We will need to complete the study and obtain successful results prior to the filing of an NDA for ALTROPANE. Even if successfully completed, there is no assurance that this Phase III clinical trial will
be sufficient to achieve the approvability of ALTROPANE.



-16-



---

##### Table of Contents

Clinical trials require sufficient patient enrollment which is a function of many factors, including the
size of the potential patient population, the nature of the protocol, the availability of existing treatments for the indicated disease and the eligibility criteria for enrolling in the clinical trial. Delays or difficulties in completing patient
enrollment can result in increased costs and longer development times.



We cannot predict whether we will encounter problems with any of our completed, ongoing or planned clinical trials that will cause us or regulatory authorities to delay or suspend those trials, or delay the analysis of data from our
completed or ongoing clinical trials. Any of the following could delay the initiation or the completion of our ongoing and planned clinical trials:



| |  |  | Ongoing discussions with the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Delays in enrolling patients and volunteers into clinical trials;
| | - |  | -----------------------------------------------------------------



| |  |  | Lower than anticipated retention rate of patients and volunteers in clinical trials;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Negative or inconclusive results of clinical trials or adverse medical events during a clinical trial could cause a clinical trial to be repeated or a program to be terminated, even
if other studies or trials related to the program are successful;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Insufficient supply or deficient quality of drug candidate materials or other materials necessary for the conduct of our clinical trials;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Serious and unexpected drug-related side-effects experienced by participants in our clinical trials; or
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | The placement of a clinical trial on hold.
| | - |  | ------------------------------------------



OUR PRODUCT CANDIDATES ARE SUBJECT TO RIGOROUS REGULATORY REVIEW AND, EVEN IF APPROVED, REMAIN SUBJECT TO EXTENSIVE REGULATION.



Our technologies must undergo a rigorous regulatory approval process which
includes extensive pre-clinical and clinical testing to demonstrate safety and efficacy before any resulting product can be marketed. Our research and development activities are regulated by a number of government authorities in the United States
and other countries, including the FDA pursuant to the Federal Food, Drug, and Cosmetic Act. The clinical trial and regulatory approval process usually requires many years and substantial cost. To date, neither the FDA nor any of its international
equivalents has approved any of our product candidates for marketing.



The FDA regulates pharmaceutical products in the United States, including their testing, manufacturing and marketing. Data obtained from testing is subject to varying interpretations which can delay, limit or prevent FDA approval. The FDA
has stringent laboratory and manufacturing standards which must be complied with before we can test our product candidates in people or make them commercially available. Examples of these standards include Good Laboratory Practices, or GLP, and Good
Manufacturing Practices, or GMP. Our compliance with these standards are subject to initial certification by independent inspectors and continuing audits thereafter. Obtaining FDA approval to sell our product candidates is time-consuming and
expensive. The FDA usually takes at least 12 to 18 months to review an NDA which must be submitted before the FDA will consider granting approval to sell a product. If the FDA requests additional information, it may take even longer for them to make
a decision especially if the additional information that they request requires us to complete additional studies. We may encounter similar delays in foreign countries. After reviewing any NDA we submit, the FDA or its foreign equivalents may decide
not to approve our products. Failure to obtain regulatory approval for a product candidate will prevent us from commercializing our product candidates.



Other risks associated with the regulatory approval process include:



| |  |  | Regulatory approvals may impose significant limitations on the uses for which any approved products may be marketed;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Any marketed product and its manufacturer are subject to periodic reviews and audits, and any discovery of previously unrecognized problems with a product or manufacturer could
result in suspension or limitation of approvals;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in existing regulatory requirements, or the enactment of additional regulations or statutes, could prevent or affect the timing of our ability to achieve regulatory
compliance. Federal and state laws, regulations and policies may be changed with possible retroactive effect, and how these rules actually operate can depend heavily on administrative policies and interpretation over which we have no control, and we
may possess inadequate experience to assess their full impact upon our business; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The approval may impose significant restrictions on the indicated uses, conditions for use, labeling, advertising, promotion, marketing and/or production of such product, and may
impose ongoing requirements for post-approval studies, including additional research and development and clinical trials.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-17-



---

##### Table of Contents

OUR PRODUCTS COULD BE SUBJECT TO RESTRICTIONS OR WITHDRAWAL FROM THE MARKET AND WE MAY BE SUBJECT TO
PENALTIES IF WE FAIL TO COMPLY WITH REGULATORY REQUIREMENTS, OR IF WE EXPERIENCE UNANTICIPATED PROBLEMS WITH OUR PRODUCTS, WHEN AND IF ANY OF THEM ARE APPROVED.



Any product for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data,
labeling, advertising and promotional activities for such product, will be subject to continual requirements of and review by the FDA and other regulatory bodies. These requirements include submissions of safety and other post-marketing information
and reports, registration requirements, quality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and recordkeeping. The manufacturer and the manufacturing facilities
we use to make any of our product candidates will also be subject to periodic review and inspection by the FDA. The subsequent discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the
product or manufacturer or facility, including withdrawal of the product from the market. Even if regulatory approval of a product is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed or
to the conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. Later discovery of previously unknown problems with our products, manufacturers or
manufacturing processes, or failure to comply with regulatory requirements, may result in:



| |  |  | Restrictions on such products, manufacturers or manufacturing processes;
| | - |  | ------------------------------------------------------------------------



| |  |  | Warning letters;
| | - |  | ----------------



| |  |  | Withdrawal of the products from the market;
| | - |  | -------------------------------------------



| |  |  | Refusal to approve pending applications or supplements to approved applications that we submit;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Voluntary or mandatory recall;
| | - |  | ------------------------------



| |  |  | Fines;
| | - |  | ------



| |  |  | Suspension or withdrawal of regulatory approvals;
| | - |  | -------------------------------------------------



| |  |  | Refusal to permit the import or export of our products;
| | - |  | -------------------------------------------------------



| |  |  | Product seizure; and
| | - |  | --------------------



| |  |  | Injunctions or the imposition of civil or criminal penalties.
| | - |  | -------------------------------------------------------------



FAILURE TO OBTAIN REGULATORY APPROVAL IN FOREIGN JURISDICTIONS WOULD PREVENT US FROM MARKETING OUR PRODUCTS ABROAD.



Although we have not initiated any marketing efforts in foreign
jurisdictions, we intend in the future to market our products outside the United States. In order to market our products in the European Union and many other foreign jurisdictions, we must obtain separate regulatory approvals and comply with
numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval abroad may differ from that required to obtain FDA approval. The foreign regulatory
approval process may include all of the risks associated with obtaining FDA approval and we may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other
countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or approval by the FDA. We may not be able to file for regulatory approvals and may not receive necessary
approvals to commercialize our products in any market outside the United States. The failure to obtain these approvals could materially adversely affect our business, financial condition and results of operations.



FOREIGN GOVERNMENTS TEND TO IMPOSE STRICT PRICE CONTROLS WHICH MAY ADVERSELY
AFFECT OUR REVENUES, IF ANY.



The pricing of prescription
pharmaceuticals is subject to governmental control in some foreign countries. In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain
reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product candidate to other available therapies. If reimbursement of our products is unavailable or
limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be adversely affected.



-18-



---

##### Table of Contents

Risks Related to our Intellectual Property



IF WE ARE UNABLE TO SECURE ADEQUATE PATENT PROTECTION FOR OUR TECHNOLOGIES, THEN WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY
AS A BIOTECHNOLOGY COMPANY.



At the present time, we do not
have patent protection for all uses of our technologies. There is significant competition in the field of CNS diseases, our primary scientific area of research and development. Such competitors will seek patent protection for their technologies, and
such patent applications or rights might conflict with the patent protection that we are seeking for our technologies. If we do not obtain patent protection for our technologies, or if others obtain patent rights that block our ability to develop
and market our technologies, our business prospects may be significantly and negatively affected. Further, even if patents can be obtained, these patents may not provide us with any competitive advantage if our competitors have stronger patent
positions or if their product candidates work better in clinical trials than our product candidates. Our patents may also be challenged, narrowed, invalidated or circumvented, which could limit our ability to stop competitors from marketing similar
products or limit the length of term of patent protection we may have for our products.



Our patent strategy is to obtain broad patent protection, in the United States and in major developed countries, for our technologies and their related medical indications. Risks associated with protecting our patent
and proprietary rights include the following:



| |  |  | Our ability to protect our technologies could be delayed or negatively affected if the United States Patent and Trademark Office, the USPTO, requires additional experimental
evidence that our technologies work;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our competitors may develop similar technologies or products, or duplicate any technology developed by us;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Our competitors may develop products which are similar to ours but which do not infringe on our patents or products;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Our competitors may successfully challenge one or more of our patents in an interference or litigation proceeding;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | Our patents may infringe on the patents or rights of other parties who may decide not to grant a license to us. We may have to change our products or processes, pay licensing fees
or stop certain activities because of the patent rights of third parties which could cause additional unexpected costs and delays;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Patent law in the fields of healthcare and biotechnology is still evolving and future changes in such laws might conflict with our existing and future patent rights, or the rights
of others;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our collaborators, employees and consultants may breach the confidentiality agreements that we enter into to protect our trade secrets and propriety know-how. We may not have
adequate remedies for such breach; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There may be disputes as to the ownership of technological information developed by consultants, scientific advisors or other third parties which may not be resolved in our favor.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IF WE BECOME INVOLVED IN PATENT LITIGATION OR
OTHER PROCEEDINGS RELATED TO A DETERMINATION OF RIGHTS, WE COULD INCUR SUBSTANTIAL COSTS AND EXPENSES, SUBSTANTIAL LIABILITY FOR DAMAGES OR BE REQUIRED TO STOP OUR PRODUCT DEVELOPMENT AND COMMERCIALIZATION EFFORTS.



A third party may sue us for infringing its patent rights. Likewise, we may
need to resort to litigation to enforce a patent issued or licensed to us or to determine the scope and validity of third-party proprietary rights. In addition, a third party may claim that we have improperly obtained or used its confidential or
proprietary information. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may
become a party to other patent litigation and other proceedings, including interference proceedings declared against us by the USPTO, regarding intellectual property rights with respect to our products and technology. The cost to us of any
litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our managements efforts. Some of our competitors may be able to sustain the costs of
complex patent litigation more effectively than we can because they have substantially greater resources. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations.



If any parties successfully claim that our creation or use of proprietary
technologies infringes upon their intellectual property rights, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties patent rights. In addition to any damages we
might have to pay, a court could require us to stop the infringing activity or obtain a license. Any license required under any patent may not be made available on commercially acceptable terms, if at all. In addition, such licenses are likely to be
non-exclusive and, therefore, our competitors may have access to the same technology licensed



-19-



---

##### Table of Contents

to us. If we fail to obtain a required license and are unable to design around a patent, we may be unable to effectively market some of our technology and
products, which could limit our ability to generate revenues or achieve profitability and possibly prevent us from generating revenue sufficient to sustain our operations. We might be required to redesign the formulation of a product candidate so
that is does not infringe, which may not be possible or could require substantial funds and time. Ultimately, we could be prevented from commercializing a product or be forced to cease some aspect of our business operations if we are unable to enter
into license agreements that are acceptable to us. Moreover, we expect that a number of our collaborations will provide that royalties payable to us for licenses to our intellectual property may be offset by amounts paid by our collaborators to
third parties who have competing or superior intellectual property positions in the relevant fields, which could result in significant reductions in our revenues from products developed through collaborations.



CONFIDENTIALITY AGREEMENTS WITH EMPLOYEES AND OTHERS MAY NOT ADEQUATELY
PREVENT DISCLOSURE OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.



In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our collaborators, employees, consultants, outside scientific collaborators and sponsored researchers, and other advisors.
These agreements may be breached, may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently
discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary
rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.



Risks Related to our Dependence on Third Parties



IF ANY COLLABORATOR TERMINATES OR FAILS TO PERFORM ITS OBLIGATIONS UNDER AGREEMENTS WITH US, THE DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCT
CANDIDATES COULD BE DELAYED OR TERMINATED.



We are dependent
on expert advisors and our collaborations with research and development service providers. Our business could be adversely affected if any collaborator terminates its collaboration agreement with us or fails to perform its obligations under that
agreement. Most biotechnology and pharmaceutical companies have established internal research and development programs, including their own facilities and employees which are under their direct control. By contrast, we have limited internal research
capability and have always outsourced substantially all of our research and development, pre-clinical and clinical activities. As a result, we are dependent upon our network of expert advisors and our collaborations with other research and
development service providers for the development of our technologies and product candidates. These expert advisors are not our employees but provide us with important information and knowledge that may enhance our product development strategies and
plans. Our collaborations with other research and development service providers are important for the testing and evaluation of our technologies, in both the pre-clinical and clinical stages.



Many of our expert advisors are employed by, or have their own collaborative
relationship with Harvard University and its affiliated hospitals, or Harvard and its Affiliates. A summary of the key scientific, research and development professionals with whom we work, and a composite of their professional background and
affiliations is as follows:



| |  |  | Larry I. Benowitz, Ph.D., Director, Laboratories for Neuroscience Research in Neurosurgery, Childrens Hospital, Boston; Associate Professor of Neuroscience, Department of
Surgery, Harvard Medical School.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alan J. Fischman, M.D., Ph.D., Director, Department of Nuclear Medicine, Massachusetts General Hospital; Professor of Radiology, Harvard Medical School.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Robert S. Langer, Jr. Sc.D., Institute Professor of Chemical and Biomedical Engineering, Massachusetts Institute of Technology.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Robert Licho, M.D., Director of Medical Imaging, Boston Life Sciences, Inc.; Clinical Director of Nuclear Medicine, University of Massachusetts/Memorial Medical Center; Associate
Professor of Radiology, University of Massachusetts Medical School.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Peter Meltzer, Ph.D., President, Organix, Inc., Woburn, MA.
| | - |  | -----------------------------------------------------------



Dr. Benowitz and Dr. Licho provide us scientific consultative services under agreements renewed annually by mutual agreement of the parties, which
generally provides for total payments of approximately $150,000 per year. Dr. Benowitz provides scientific consultative services primarily related to the research and development of Inosine and AF-1. Dr. Licho provides scientific consultative
services primarily related to the research and development of ALTROPANE.



-20-



---

##### Table of Contents

We do not have a formal agreement with Dr. Meltzer individually but do enter into research and
development contracts from time to time with Organix, Inc., of which Dr. Meltzer is president.



Our collaborations with Harvard and its Affiliates and other institutions include:



| |  |  | Childrens Hospital in Boston, Massachusetts where certain of our collaborating scientists perform their research efforts;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Organix in Woburn, Massachusetts which manufactures our compounds for the treatment of PD and provides non-radioactive ALTROPANE for FDA mandated studies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Harvard Medical School in Boston, Massachusetts where certain of our collaborating scientists perform their research efforts;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | MDS Nordion in Vancouver, British Colombia which manufactures the ALTROPANE imaging agent;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Chemic Laboratories in Canton, Massachusetts which provides ALTROPANE raw material and performs certain analytic services for our pre-clinical programs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provident Preclinical, Inc. in Doylestown, Pennsylvania which conducts pre-clinical toxicology studies for us;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Bio-Concept in Derry, New Hampshire which performs certain analytic and packaging services for us; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Charles River Laboratories in Worcester, Massachusetts which conducts pre-clinical toxicology and efficacy studies for us.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



We generally have a number of collaborations with research and development
service providers ongoing at any point in time. These agreements generally cover a specific project or study, are usually for a duration between one month to one year, and expire upon completion of the project. Under these agreements, we are usually
required to make an initial payment upon execution of the agreement with the remaining payments based upon the completion of certain specified milestones such as completion of a study or delivery of a report.



We cannot control the amount and timing of resources our advisors and
collaborators devote to our programs or technologies. Our advisors and collaborators may have employment commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us. If any of our advisors or
collaborators were to breach or terminate their agreement with us or otherwise fail to conduct their activities successfully and in a timely manner, the pre-clinical or clinical development or commercialization of our technologies and product
candidates or our research programs could be delayed or terminated. Any such delay or termination could have a material adverse effect on our business, financial condition or results of operations.



Disputes may arise in the future with respect to the ownership of rights to
any technology developed with our advisors or collaborators. These and other possible disagreements could lead to delays in the collaborative research, development or commercialization of our technologies, or could require or result in litigation to
resolve. Any such event could have a material adverse effect on our business, financial condition or results of operations.



Our advisors and collaborators sign agreements that provide for confidentiality of our proprietary information. Nonetheless, they may not maintain the
confidentiality of our technology and other confidential information in connection with every advisory or collaboration arrangement, and any unauthorized dissemination of our confidential information could have a material adverse effect on our
business, financial condition or results of operations.



IF WE
ARE UNABLE TO MAINTAIN OUR KEY WORKING RELATIONSHIPS WITH HARVARD AND ITS AFFILIATES, WE MAY NOT BE SUCCESSFUL SINCE SUBSTANTIALLY ALL OF OUR CURRENT TECHNOLOGIES WERE LICENSED FROM, AND MOST OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES WERE PERFORMED
BY, HARVARD AND ITS AFFILIATES.



Historically, we have been
heavily dependent on our relationship with Harvard and its Affiliates because substantially all of our technologies were licensed from, and most of our research and development activities were performed by, Harvard and its Affiliates. Now that a
portion of our early-stage research at Harvard and its Affiliates has yielded an identified product in each area of research, we have begun and expect to continue to conduct much of our later stage development work and all of our formal pre-clinical
and clinical programs outside of Harvard and its Affiliates. Nevertheless, the originating scientists still play important advisory roles. Each of our collaborative research agreements is managed by a sponsoring scientist and/or researcher who has
his or her own independent affiliation with Harvard and its Affiliates.



-21-



---

##### Table of Contents

Under the terms of our license agreements with Harvard and its Affiliates, we acquired the exclusive,
worldwide license to make, use, and sell the technology covered by each respective license agreement. Among other things, the technologies licensed under these agreements include:



| |  |  | ALTROPANE imaging agent compositions and methods of use; and
| | - |  | ------------------------------------------------------------



| |  |  | Inosine compositions and methods of use.
| | - |  | ----------------------------------------



Generally, each license agreement is effective until the patent relating to the technology expires. The patents on the ALTROPANE imaging agent expire
beginning in 2012, with the last issued U.S. patent expiring in 2022. The patents on Inosine expire in 2017.



We are required to make certain licensing and related payments to Harvard and its Affiliates which generally include:



| |  |  | An initial licensing fee payment upon the execution of the agreement;
| | - |  | ---------------------------------------------------------------------



| |  |  | Reimbursement payments for all patent related costs incurred by Harvard and its Affiliates;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Milestone payments as licensed technology progresses through each stage of development (filing of IND, completion of one or more clinical stages and submission and approval of an
NDA); and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Royalty payments on the sales of any products based on the licensed technology.
| | - |  | -------------------------------------------------------------------------------



Since inception, we have paid Harvard and its Affiliates under the terms of our License Agreements approximately $850,000 in
initial licensing fees and milestone payments. The License Agreements obligate us to pay up to an aggregate of $7,420,000 in milestone payments in the future. These future milestone payments are generally payable only upon the completion of later
stage clinical trials and the filing of an NDA or similar application seeking product approval. Most of these contingent milestone payments are associated with technologies that are presently in early stage development.



We have entered into a small number of sponsored research agreements with
Harvard and its Affiliates. Under these agreements, we provide funding so that the sponsoring scientists can continue their research efforts. These payments are generally made in equal quarterly installments over the term of the agreements which are
usually for one year.



Universities and other not-for-profit
research institutions are becoming increasingly aware of the commercial value of their findings and are becoming more active in seeking patent protection and licensing arrangements to collect royalties for the use of technology that they have
developed. While this increased awareness will not impact our rights to previously licensed technologies, it may make it more costly and difficult for us to obtain the licensing rights to new scientific discoveries at Harvard and its Affiliates.



IF WE ARE UNABLE TO ESTABLISH, MAINTAIN AND RELY ON NEW
COLLABORATIVE RELATIONSHIPS, THEN WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES.



To date, our operations have primarily focused on the pre-clinical development of most of our technologies, as well as conducting clinical trials for
certain of our technologies. During the next eighteen months, we currently expect that the continued development of our technologies will result in the initiation of additional clinical trials, and the market introduction of any product for which
regulatory approval is obtained. We expect that these developments will require us to establish, maintain and rely on new collaborative relationships in order to successfully develop and commercialize our technologies. We face significant
competition in seeking appropriate collaborators. Collaboration arrangements are complex to negotiate and time consuming to document. We may not be successful in our efforts to establish additional collaborations or other alternative arrangements,
and the terms of any such collaboration or alternative arrangement may not be favorable to us. There is no certainty that:



| |  |  | We will be able to enter into such collaborations on economically feasible and otherwise acceptable terms and conditions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | That such collaborations will not require us to undertake substantial additional obligations or require us to devote additional resources beyond those we have identified at present;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | That any of our collaborators will not breach or terminate their agreements with us or otherwise fail to conduct their activities on time, thereby delaying the development or
commercialization of the technology for which the parties are collaborating; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The parties will not dispute the ownership rights to any technologies developed under such collaborations.
| | - |  | ----------------------------------------------------------------------------------------------------------



-22-



---

##### Table of Contents

IF ONE OF OUR COLLABORATORS WERE TO CHANGE ITS STRATEGY OR THE FOCUS OF ITS DEVELOPMENT AND
COMMERCIALIZATION EFFORTS WITH RESPECT TO OUR RELATIONSHIP, THE SUCCESS OF OUR PRODUCT CANDIDATES AND OUR OPERATIONS COULD BE ADVERSELY AFFECTED.



There are a number of factors external to us that may change our collaborators strategy or focus with respect to our relationship with them,
including:



| |  |  | The amount and timing of resources that our collaborators may devote to the product candidates;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Our collaborators may experience financial difficulties;
| | - |  | --------------------------------------------------------



| |  |  | We may be required to relinquish important rights such as marketing and distribution rights;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Should a collaborator fail to develop or commercialize one of our product candidates, we may not receive any future milestone payments and will not receive any royalties for the
product candidate;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Business combinations or significant changes in a collaborators business strategy may also adversely affect a collaborators willingness or ability to complete its
obligations under any arrangement;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A collaborator may not devote sufficient time and resources to any collaboration with us, which could prevent us from realizing the potential commercial benefits of that
collaboration;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A collaborator may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or adversely affect how we are perceived in the business
and financial communities; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A collaborator could move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



If any of these occur, the development and
commercialization of one or more drug candidates could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue such development and commercialization on our own.



Risks Related to Competition



WE ARE ENGAGED IN HIGHLY COMPETITIVE INDUSTRIES DOMINATED BY LARGER, MORE
EXPERIENCED AND BETTER CAPITALIZED COMPANIES.



The
biotechnology and pharmaceutical industries are highly competitive, rapidly changing, and are dominated by larger, more experienced and better capitalized companies. Such greater experience and financial strength may enable them to bring their
products to market sooner than us, thereby gaining the competitive advantage of being the first to market. Research on the causes of, and possible treatments for, diseases for which we are trying to develop therapeutic or diagnostic products are
developing rapidly and there is a potential for extensive technological innovation in relatively short periods of time. Factors affecting our ability to successfully manage the technological changes occurring in the biotechnology and pharmaceutical
industries, as well as our ability to successfully compete, include:



| |  |  | Many of our potential competitors in the field of CNS research have significantly greater experience than we do in completing pre-clinical and clinical testing of new pharmaceutical
products, the manufacturing and commercialization process, and obtaining FDA and other regulatory approvals of products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Many of our potential competitors have products that have been approved or are in late stages of development;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Many of our potential competitors may develop products or other novel technologies that are more effective, safer or less costly than any that we are developing;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Many of our potential competitors have collaborative arrangements in our target markets with leading companies and research institutions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The timing and scope of regulatory approvals for these products;
| | - |  | ----------------------------------------------------------------



| |  |  | The availability and amount of third-party reimbursement;
| | - |  | ---------------------------------------------------------



| |  |  | The strength of our patent position;
| | - |  | ------------------------------------



-23-



---

##### Table of Contents

| |  |  | Many of our potential competitors are in a stronger financial position than us, and are thus better able to finance the significant cost of developing, manufacturing and selling new
products; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Companies with established positions and prior experience in the pharmaceutical industry may be better able to develop and market products for the treatment of those diseases for
which we are trying to develop products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To our
knowledge, there is only one company, Nycomed Amersham, that has successfully developed a diagnostic for Parkinsons Disease which is the medical purpose for which our most advanced product candidate, the ALTROPANE imaging agent, is being
developed. To date, Nycomed has obtained marketing approval only in Europe, and to the best of our knowledge, is not presently seeking approval in the United States. However, Nycomed has significantly greater financial resources than us, and their
decision to seek approval in the United States could significantly adversely affect our competitive position. The established market presence, and greater financial strength, of Nycomed in the European market will make it difficult for us to
successfully market the ALTROPANE imaging agent in Europe.



IF
WE ARE UNABLE TO COMPETE EFFECTIVELY, OUR PRODUCT CANDIDATES MAY BE RENDERED NONCOMPETITIVE OR OBSOLETE.



Our competitors may develop or commercialize more effective, safer or more affordable products, or obtain more effective patent protection, than we are
able to. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our product candidates will achieve initial market
acceptance, and our ability to generate meaningful revenues from our product candidates. Even if our product candidates achieve initial market acceptance, competitive products may render our products obsolete, noncompetitive or uneconomical. If our
product candidates are rendered obsolete, we may not be able to recover the expenses of developing and commercializing those product candidates.



IF WE ARE UNABLE TO OBTAIN ADEQUATE INSURANCE COVERAGE AND REIMBURSEMENT LEVELS FOR ANY OF OUR PRODUCTS WHICH ARE APPROVED AND ENTER THE MARKET, THEN THEY
MAY NOT BE ACCEPTED BY PHYSICIANS AND PATIENTS.



Substantially
all biotechnology products are distributed to patients by physicians and hospitals, and in most cases, such patients rely on insurance coverage and reimbursement to pay for some or all of the cost of the product. In recent years, the continuing
efforts of government and third party payors to contain or reduce health care costs have limited, and in certain cases prevented, physicians and patients from receiving insurance coverage and reimbursement for medical products, especially newer
technologies. Our ability to generate adequate revenues and operating profits could be adversely affected if such limitations or restrictions are placed on the sale of our products. Specific risks associated with medical insurance coverage and
reimbursement include:



| |  |  | Significant uncertainty exists as to the reimbursement status of newly approved health care products, and third party payors are increasingly challenging the prices charged for
medical products and services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Adequate insurance coverage may not be available to allow us to charge prices for products which are adequate for us to realize an appropriate return on our development costs. If
adequate coverage and reimbursement are not provided for use of our products, the market acceptance of these products will be negatively affected;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Health maintenance organizations and other managed care companies may seek to negotiate substantial volume discounts for the sale of our products to their members thereby reducing
our profit margins; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In recent years, other bills proposing comprehensive health care reform have been introduced in Congress that would potentially limit pharmaceutical prices and establish mandatory
or voluntary refunds. It is uncertain if any legislative proposals will be adopted and how federal, state or private payors for health care goods and services will respond to any health care reforms.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IF THIRD-PARTY PAYORS DO NOT ADEQUATELY REIMBURSE CUSTOMERS FOR ANY OF OUR
PRODUCT CANDIDATES THAT ARE APPROVED FOR MARKETING, THEY MIGHT NOT BE PURCHASED OR USED, AND OUR REVENUES AND PROFITS WILL NOT DEVELOP OR INCREASE.



We believe that the efforts of governments and third-party payors to contain or reduce the cost of healthcare will continue to affect the business and
financial condition of pharmaceutical and biopharmaceutical companies such as us.



Obtaining reimbursement approval for a product from each governmental or other third-party payor is a time-consuming and costly process that could require us to provide supporting scientific, clinical and cost-
effectiveness data for the use of our products to each payor. If we succeed in bringing any of our product candidates to market and third-party payors determine that the product is eligible for coverage, the third-party payors may establish and
maintain price levels insufficient for us to realize a sufficient return on



-24-



---

##### Table of Contents

our investment in product development. Moreover, eligibility for coverage does not imply that any product will be reimbursed in all cases.



The Centers for Medicare and Medicaid Services, or CMS, the agency within the
Department of Health and Human Services that administers Medicare and that is responsible for setting Medicare reimbursement payment rates and coverage policies for any product candidates that we commercialize, has authority to decline to cover
particular drugs if it determines that they are not reasonable and necessary for Medicare beneficiaries or to cover them at lower rates to reflect budgetary constraints or to match previously approved reimbursement rates for products
that CMS considers to be therapeutically comparable. Third-party payors often follow Medicare coverage policy and payment limitations in setting their own reimbursement rates, and both Medicare and other third-party payors may have sufficient market
power to demand significant price reductions.



As a result of
the trend towards managed healthcare in the United States, as well as legislative proposals to constrain the growth of federal healthcare program expenditures, third-party payors are increasingly attempting to contain healthcare costs by demanding
price discounts or rebates and limiting both coverage and the level of reimbursement of new drug products. Consequently, significant uncertainty exists as to the reimbursement status of newly approved healthcare products.



THE RECENT MEDICARE PRESCRIPTION DRUG COVERAGE LEGISLATION AND FUTURE
LEGISLATIVE OR REGULATORY REFORM OF THE HEALTH CARE SYSTEM MAY AFFECT OUR ABILITY TO SELL OUR PRODUCT CANDIDATES PROFITABLY.



A number of legislative and regulatory proposals to change the healthcare system in the United States and other major healthcare markets have been
proposed in recent years. In addition, ongoing initiatives in the United States have exerted and will continue to exert pressure on drug pricing. In some foreign countries, particularly countries of the European Union, the pricing of prescription
pharmaceuticals is subject to governmental control. Significant changes in the healthcare system in the United States or elsewhere, including changes resulting from the implementation of the Medicare prescription drug coverage legislation and
adverse trends in third-party reimbursement programs, could limit our ability to raise capital and successfully commercialize our product candidates.



In particular, the Medicare Prescription Drug Improvement and Modernization Act of 2003, which President Bush signed into law in December 2003,
established a new Medicare prescription drug benefit. The prescription drug program and future amendments or regulatory interpretations of the legislation could have the effect of reducing the prices that we are able to charge for any products we
develop and sell through Medicare. This prescription drug legislation and related amendments or regulations could also cause third-party payors other than the federal government, including the states under the Medicaid program, to discontinue
coverage for any products we develop or to lower reimbursement amounts that they pay. The legislation changed the methodology used to calculate reimbursement for drugs that are administered in physicians offices in a manner intended to reduce
the amount that is subject to reimbursement. In addition, beginning in January 2006, the legislation directs the Secretary of Health and Human Services to contract with procurement organizations to purchase physician-administered drugs from the
manufacturers and provides physicians with the option to obtain drugs through these organizations as an alternative to purchasing from the manufacturers, which some physicians may find advantageous. Because we have not received marketing approval or
established a price for any product, it is difficult to predict how this new legislation will affect us, but the legislation generally is expected to constrain or reduce reimbursement for certain types of drugs.



Proposed federal legislation, if enacted, would permit more widespread
re-importation of drugs from foreign countries into the United States. Such legislation may relax restrictions on re-importation of drugs from countries where they are sold at lower prices than in the United States. Any future relaxation of these
import restrictions could reduce the prices of drugs in the United States, could materially adversely affect our operating results and our overall financial condition, and could limit our ability to raise capital and successfully commercialize our
product candidates.



Further federal, state and foreign
healthcare proposals and reforms are likely. While we cannot predict the legislative or regulatory proposals that will be adopted or what effect those proposals may have on our business, including the future reimbursement status of any of our
product candidates, the announcement or adoption of such proposals could have an adverse effect on potential revenues from product candidates that we may successfully develop.



WE HAVE LIMITED MANUFACTURING CAPACITY AND MARKETING EXPERIENCE AND EXPECT TO BE HEAVILY DEPENDENT UPON THIRD PARTIES TO
MANUFACTURE AND MARKET APPROVED PRODUCTS.



We currently have
limited manufacturing facilities for either clinical trial or commercial quantities of any of our product candidates and currently have no plans to obtain additional facilities. To date, we have obtained the limited quantities of drug product
required for pre-clinical and clinical trials from contract manufacturing companies. We intend to continue using contract manufacturing arrangements with experienced firms for the supply of material for both clinical trials and any eventual
commercial sale, with the exception of Troponin, which we presently plan to produce in our facility in Baltimore, Maryland.



-25-



---

##### Table of Contents

We will depend upon third parties to produce and deliver products in accordance with all FDA and other
governmental regulations. We may not be able to contract with manufacturers who can fulfill our requirements for quality, quantity and timeliness, or be able to find substitute manufacturers, if necessary. The failure by any third party to perform
their obligations in a timely fashion and in accordance with the applicable regulations may delay clinical trials, the commercialization of products, and the ability to supply product for sale. In addition, any change in manufacturers could be
costly because the commercial terms of any new arrangement could be less favorable and because the expenses relating to the transfer of necessary technology and processes could be significant.



With respect to our most advanced product candidate, the ALTROPANE imaging
agent, we have entered into an agreement with, and are highly dependent upon, MDS Nordion. Under the terms of the agreement, which currently expires on December 31, 2005, we paid MDS Nordion a one-time fee of $300,000 in connection with its
commitment to designate certain of its facilities exclusively for the production of the ALTROPANE imaging agent. We also paid MDS Nordion approximately $900,000 to establish a GMP certified manufacturing process for the production of ALTROPANE.
Finally, we agreed to minimum monthly purchases of ALTROPANE through December 31, 2005. The agreement provides for MDS Nordion to manufacture the ALTROPANE imaging agent for our future clinical trials. The agreement also provides that MDS Nordion
will compile and prepare the information regarding manufacturing that will be a required component of any NDA we file for the ALTROPANE imaging agent in the future. We do not presently have arrangements with any other suppliers in the event that
Nordion is unable to manufacture ALTROPANE for us. We could encounter a significant delay before another supplier could manufacture ALTROPANE for us due to the time required to establish a GMP manufacturing process for the ALTROPANE imaging agent.



We do not have any experience in marketing pharmaceutical
products. In order to earn a profit on any future product, we will be required to either enter into arrangements with third parties with respect to marketing the products or internally develop such marketing capability. We may encounter difficulty
in negotiating sales and marketing arrangements with third parties on favorable terms for us. Most of the companies who can provide such services are financially stronger and more experienced in selling pharmaceutical products than we are. As a
result, they may be in a position to negotiate an arrangement that is more favorable to them. We could experience significant delays in marketing any of our products if we are required to internally develop a sales and marketing organization. There
are risks involved with establishing our own sales and marketing capabilities. We have no experience in performing such activities and could incur significant costs in developing such a capability.



USE OF THIRD PARTY MANUFACTURERS MAY INCREASE THE RISK THAT WE WILL NOT HAVE
ADEQUATE SUPPLIES OF OUR PRODUCT CANDIDATES.



Reliance on
third party manufacturers entails risks to which we would not be subject if we manufactured product candidates or products ourselves, including:



| |  |  | Reliance on the third party for regulatory compliance and quality assurance;
| | - |  | ----------------------------------------------------------------------------



| |  |  | The possible breach of the manufacturing agreement by the third party; and
| | - |  | --------------------------------------------------------------------------



| |  |  | The possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we are not able to obtain adequate supplies
of our product candidates and any approved products, it will be more difficult for us to develop our product candidates and compete effectively. Our product candidates and any products that we successfully develop may compete with product candidates
and products of third parties for access to manufacturing facilities.



Our contract manufacturers are subject to ongoing, periodic, unannounced inspection by the FDA and corresponding state and foreign agencies or their designees to ensure strict compliance with GMP regulations and other governmental
regulations and corresponding foreign standards. We cannot be certain that our present or future manufacturers will be able to comply with GMP regulations and other FDA regulatory requirements or similar regulatory requirements outside the United
States. We do not control compliance by our contract manufacturers with these regulations and standards. Failure of our third party manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including
fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of product candidates or products,
operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our product candidates and products.



Risks Related to Employees and Growth



IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL AND/OR RECRUIT ADDITIONAL KEY PERSONNEL IN THE FUTURE, THEN WE MAY NOT BE ABLE TO OPERATE EFFECTIVELY.



Our success depends significantly upon our ability to
attract, retain and motivate highly qualified scientific and management personnel who are able to formulate, implement and maintain the operations of a biotechnology company such as ours. We consider



-26-



---

##### Table of Contents

retaining Peter Savas, our Chairman and Chief Executive Officer and Mark Pykett, our President to be key to our efforts to develop and commercialize our
product candidates. The loss of the service of any of the key members of our senior management team may significantly delay or prevent the achievement of product development and other business objectives. Key members of our senior management team
include Peter Savas, our Chairman and Chief Executive Officer, Mark Pykett, our President, Joseph Hernon, our Chief Financial Officer, Jeanne Marie Varga, our Senior Vice President, Regulatory Affairs and Quality Systems, Dr. Richard Thorn, our
Senior Vice President of Product Development and Manufacturing, and Dr. Irene Gonzalez, our Senior Vice President of Protein Development. None of these key executives, other than Messrs. Savas and Pykett, have agreed not to compete with us following
any termination of their employment. We do not presently carry key person life insurance on any of our scientific or management personnel. We do not have employment agreements with any of these key executives, although we expect to enter into
employment agreements with Messrs. Savas and Pykett.



We
currently outsource most of our research and development, pre-clinical and clinical activities. If we decide to increase our internal research and development capabilities for any of our technologies, we may need to hire additional key management
and scientific personnel to assist the limited number of employees that we currently employ. There is significant competition for such personnel from other companies, research and academic institutions, government entities and other organizations.
If we fail to attract such personnel, it could have a significant negative effect on our ability to develop our technologies.



Risks Related to our Stock



OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE AND CAN BE AFFECTED BY FACTORS UNRELATED TO OUR BUSINESS AND OPERATING PERFORMANCE.



The market price of our common stock may fluctuate significantly in response
to factors that are beyond our control. The stock market in general periodically experiences significant price and volume fluctuations. The market prices of securities of pharmaceutical and biotechnology companies have been volatile, and have
experienced fluctuations that often have been unrelated or disproportionate to the operating performance of these companies. These broad market fluctuations could result in significant fluctuations in the price of our common stock, which could cause
a decline in the value of your investment. The market price of our common stock may be influenced by many factors, including:



| |  |  | Announcements of technological innovations or new commercial products by our competitors or us;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Announcements in the scientific and research community;
| | - |  | -------------------------------------------------------



| |  |  | Developments concerning proprietary rights, including patents;
| | - |  | --------------------------------------------------------------



| |  |  | Delay or failure in initiating, conducting, completing or analyzing clinical trials or problems relating to the design, conduct or results of these trials;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Announcement of FDA approval or non-approval of our product candidates or delays in the FDA review process;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Developments concerning our collaborations;
| | - |  | -------------------------------------------



| |  |  | Publicity regarding actual or potential medical results relating to products under development by our competitors or us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Failure of any of our product candidates to achieve commercial success;
| | - |  | -----------------------------------------------------------------------



| |  |  | Our ability to manufacture products to commercial standards;
| | - |  | ------------------------------------------------------------



| |  |  | Conditions and publicity regarding the life sciences industry generally;
| | - |  | ------------------------------------------------------------------------



| |  |  | Regulatory developments in the United States and foreign countries;
| | - |  | -------------------------------------------------------------------



| |  |  | Changes in the structure of health care payment systems;
| | - |  | --------------------------------------------------------



| |  |  | Period-to-period fluctuations in our financial results or those of companies that are perceived to be similar to us;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Departure of our key personnel;
| | - |  | -------------------------------



| |  |  | Future sales of our common stock;
| | - |  | ---------------------------------



| |  |  | Investors perceptions of us, our products, the economy and general market conditions;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Differences in actual financial results versus financial estimates by securities analysts and changes in those estimates; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Litigation.
| | - |  | -----------



-27-



---

##### Table of Contents

Item 3  Quantitative and Qualitative Disclosures about Market Risk



There have been no material changes in the market risks reported in our Annual Report on Form 10-K for the year ended December 31, 2004. We generally
maintain a portfolio of cash equivalents, and short-term and long-term marketable securities in a variety of securities which can include commercial paper, certificates of deposit, money market funds and government and non-government debt
securities. The fair value of these available-for-sale securities are subject to changes in market interest rates and may fall in value if market interest rates increase. Our investment portfolio includes only marketable securities with active
secondary or resale markets to help insure liquidity. We have implemented policies regarding the amount and credit ratings of investments. Due to the conservative nature of these policies, we do not believe we have material exposure due to market
risk. We may not have the ability to hold our fixed income investments until maturity, and therefore our future operating results or cash flows could be affected if we are required to sell investments during a period in which increases in market
interest rates have adversely affected the value of our securities portfolio.



Item 4  Controls and Procedures



Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2005. The term disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2005, our chief executive officer and
chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.



No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



-28-



---

##### Table of Contents

Part II  Other Information



Item 2  Unregistered Sales of Equity Securities and Use of Proceeds



Private Placement



On March 9, 2005, we completed a private placement of 2,000,000 shares of our common stock raising approximately $5.0 million in gross proceeds. The
purchase price of each share of common stock sold in the private placement was $2.50. The accredited investors in the private placement included Gipson, Boucher and other affiliates of I&S. In connection with the private placement, we agreed to
file a registration statement relating to the resale of the common stock sold in the private placement upon request of the investors. All shares purchased by the investors in the private placement are subject to a minimum holding period of one year.



Cancellation and Regrant of Stock Options



On March 11, 2005, our Board of Directors approved the cancellation of
options to purchase an aggregate of 483,787 shares of our common stock and the regrant of options to purchase an aggregate of 454,760 shares of our common stock. The per share exercise prices of the cancelled options ranged from $3.75 to $39.06,
with a weighted average exercise price of $11.89. The aggregate number of stock options outstanding after such cancellation and regrant of options was reduced by approximately 6%. These cancellations and regrants were effected under our Amended and
Restated Omnibus Stock Option Plan and our 1998 Omnibus Stock Option Plan, each of which expressly permits option exchanges. Each of the regranted options contain the following terms: (i) an exercise price equal to the fair market value on the grant
date which was the last sale price on March 11, 2005, or $2.31 per share; (ii) a ten-year duration; and (iii) 33% vesting on the date of grant with the remaining 67% vesting thereafter in 36 equal monthly installments.



Warrant Exercises



On July 25, 2002, we issued $4.0 million in Notes and the ISVP Warrant to
ISVP in connection with the transaction. On November 12, 2004, in connection with the prepayment of the Notes, we entered into Amendment No. 1 to the ISVP Warrant to reduce the per share exercise price from $10.80 to $5.00. On February 11, 2005, in
consideration of the immediate exercise of the warrants in cash, we entered into Amendment No. 2 to the ISVP Warrant to reduce the per share exercise price from $5.00 to $2.25.



On November 22, 2002, we entered into a Consent to Transfer and Warrant Amendment with Gipson and Monoyios pursuant to which
we consented to the transfer to Gipson and Monoyios of the Gipson Warrant and the Monoyios Warrant. On February 11, 2005, in consideration of the immediate exercise of the warrants in cash, we entered into Amendment No. 1 to each warrant to reduce
the per share exercise price from $10.00 to $2.25.



On February
11, 2005, we received $1,044,055 in gross proceeds in connection with the exercise of the ISVP Warrant, the Gipson Warrant and the Monoyios Warrant.



No underwriters were involved in the foregoing sales of securities. We claimed exemption from registration under the Securities Act for the sale and
issuance of securities in the transaction described in Private Placement above by virtue of Section 4(2) of the Securities Act and Rule 506 of Regulation D. Such sale and issuance did not involve any public offering, was made without
general solicitation or advertising and each purchaser was an accredited investor with access to all relevant information necessary to evaluate the investment and represented to us that the shares were being acquired for investment.



We claimed exemption from registration under the Securities Act for the sales
and issuances of securities in the transactions described in Cancellation and Regrant of Stock Options and Warrant Exercises above by virtue of Section 4(2) of the Securities Act in that such sales and issuances did not
involve a public offering. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.



-29-



---

##### Table of Contents

Item 4  Submission of Matters to a Vote of Security Holders



We held a special meeting of stockholders on February 4, 2005. There were present at the special meeting, either in person or by proxy: (i) 6,985,993 shares of our common stock (including shares of our common stock
underlying the Series E Stock) out of a total number of 7,652,901 shares of our common stock (including shares of our common stock underlying the Series E Stock) entitled to vote at the special meeting and (ii) 502.98 shares of Series E Stock out of
a total number of 561.3 shares of Series E Stock entitled to vote at the special meeting. A quorum was therefore present with respect to each proposal presented.



The holders of a majority of our outstanding common stock and Series E Stock, voting together as a class, was required to
approve proposals 1, 2 and 3. The holders of a majority of our outstanding common stock, present or represented by proxy, was required to approve proposal 4. The holders of a majority of our outstanding common stock and Series E Stock, voting
together as a class, and the holders of at least 75% of the outstanding Series E Stock, voting individually, was required to approve proposal 5.



At the meeting, the following matters were voted upon by the stockholders, receiving the number of affirmative and withheld or negative votes set forth
below each matter.



1. To authorize our Board of Directors, in
its discretion, to amend our Amended and Restated Certificate of Incorporation, as amended to date, to effect a 1-for-5 reverse stock split of our issued and outstanding shares of common stock at any time prior to our next annual meeting of
stockholders without further approval or authorization of our stockholders:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|6,557,076 |  | 415,070 |  | 13,767 



2. To authorize our
Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation, as amended to date, to effect a 1-for-10 reverse stock split of our issued and outstanding shares of common stock at any time prior to our next
annual meeting of stockholders without further approval or authorization of our stockholders:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|6,256,918 |  | 713,721 |  | 15,295 



3. To authorize our
Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation, as amended to date, to effect a 1-for-15 reverse stock split of our issued and outstanding shares of common stock at any time prior to our next
annual meeting of stockholders without further approval or authorization of our stockholders:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|6,144,714 |  | 809,326 |  | 31,893 



4. To approve the
issuance of up to 1,863,350 shares of our common stock, which may be issued to the purchasers of our Series E Stock and related warrants, initially issued in December 2003, as required by Nasdaq Marketplace Rule 4350 for below market issuances of
20% or more of the outstanding common stock or voting power of our company:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|3,455,785 |  | 333,288 |  | 26,127 



5. To approve
Amendment No. 1 to the Certificate of Designations, Rights and Preferences of our Series E Stock to provide for mandatory conversion of the Series E Stock upon the election of the holders of at least 75% of the Series E Stock:



|              |  |  |  | 
|------------- |  |  |  | 
|Combined Vote |  |  |  | 



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|4,131,394 |  | 319,483 |  | 39,566 



|                              |  |  |  | 
|----------------------------- |  |  |  | 
|Series E Preferred Stock Vote |  |  |  | 



|        |  |         |  |        
|------- |  | ------- |  | -------
|For     |  | Against |  | Abstain
|664,866 |  | 10,811  |  | 4,054  



-30-



---

##### Table of Contents



Item 6  Exhibits



Exhibits.



|     |  |                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Form of Incentive Stock Option Agreement, as amended (1)                                                                                                                                     
|     | 
|10.2 |  | Form of Non-Statutory Stock Option Agreement, as amended (1)                                                                                                                                 
|     | 
|31.1 |  | Certification of the Chairman and Chief Executive Officer pursuant to Section 1350 of Title 18, Unites States Code, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(1)
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 1350 of Title 18, Unites States Code, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(1)             
|     | 
|32.1 |  | Certification of the Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)                      
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)                                   

---

|(1) | Filed herewith.
|--- | ---------------



-31-



---

##### Table of Contents



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.



|                   |  |  |  |                                                                                                    
|------------------ |  |  |  | ---------------------------------------------------------------------------------------------------
|                   |  |  |  | BOSTON LIFE SCIENCES, INC (Registrant)                                                             
|                   |  | 
|DATE: May 16, 2005 |  |  |  | /s/    PETER G. SAVAS                                                                              
|                   |  |  |  | Peter G. Savas Chairman and Chief Executive Officer (Principal Executive Officer)                  
|                   |  | 
|                   |  |  |  | /s/    JOSEPH P. HERNON                                                                            
|                   |  |  |  | Joseph P. Hernon Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer)



-32-