Exhibit 10.1Boston Life Sciences, Inc.Nonstatutory Stock Option Agreement1.   Grant of Option.     This agreement (hereinafter, the “Agreement”) evidences the grant by Boston Life Sciences,Inc., a Delaware corporation (the “Company”), on **April 16, 2007** (the “Grant Date”) to**Frank Bobe**, an **employee** of the Company (the “Optionee”), of an option (this“Option”) to purchase, in whole or in part, on the terms provided herein, a total of**300,000** shares (the “Shares”) of common stock, $0.01 par value per share, of the Company(“Common Stock”) at **$2.94** per Share. Unless earlier terminated, this Option shall expireat 5:00 p.m., Eastern time, on **April 15, 2017** (the “Final Exercise Date”).     It is intended that the Option evidenced by this Agreement shall not be an incentive stockoption as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and anyregulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, theterm “Optionee”, as used in this Option, shall be deemed to include any person who acquires theright to exercise this Option validly under its terms.2.   Vesting Schedule.     This option will become exercisable (“vest”) immediately as to **1/3** of the originalnumber of Shares on the Grant Date with the remaining **2/3** of the original number of Sharesvesting in equal monthly installments over **3 years**.     The right of exercise shall be cumulative so that to the extent the Option is not exercised inany period to the maximum extent permissible it shall continue to be exercisable, in whole or inpart, with respect to all Shares for which it is vested until the earlier of the Final ExerciseDate or the termination of this Option under Section 3 hereof.3.   Exercise of Option.     (a) Form of Exercise. Each election to exercise this Option shall be by writtennotice in the form attached hereto as Exhibit A, signed by the Optionee, and received bythe Company at its principal office, accompanied by this Agreement, and payment in full in themanner provided in Section 3(b) hereof. The Optionee may purchase less than the total number ofShares covered hereby, provided that no partial exercise of this Option may be for any fractionalshare.     (b) Payment Upon Exercise. Common Stock purchased upon an election to exercise thisOption shall be paid for as follows:              (1) in cash or by check, payable to the order of the Company;
 

 
              (2) except as the Board (as defined in Section 4 below) may otherwise determine, by (i)delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliverpromptly to the Company sufficient funds to pay the exercise price and any required tax withholdingor (ii) delivery by the Optionee to the Company of a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficientto pay the exercise price and any required tax withholding;              (3) for as long as the Common Stock is registered under the Securities Exchange Act of 1934(the “Exchange Act”), by delivery of shares of Common Stock owned by the Optionee valued at theirfair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”),provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock,if acquired directly from the Company, was owned by the Optionee for such minimum period of time,if any, as may be established by the Board in its discretion, and (iii) such Common Stock is notsubject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;              (4) to the extent permitted by applicable law and by the Board, by (i) delivery of apromissory note of the Optionee to the Company on terms determined by the Board, or (ii) payment ofsuch other lawful consideration as the Board may determine; or              (5) by any combination of the above permitted forms of payment.     (c) Continuous Relationship with the Company Required. Except as otherwise providedin this Section 3, this Option may not be exercised unless the Optionee, at the time he or sheexercises this Option, is, and has been at all times since the Grant Date, an employee of theCompany (an “Eligible Optionee”).     (d) Termination of Relationship with the Company. If the Optionee ceases to be anEligible Optionee for any reason, then, except as provided in paragraphs (e) and (f) below, theright to exercise this Option shall terminate three months after such cessation (but in no eventafter the Final Exercise Date), providedthat this Option shall be exercisable onlyto the extent that the Optionee was entitled to exercise this Option on the date of such cessation.Notwithstanding the foregoing, if the Optionee, prior to the Final Exercise Date, violates thenon-competition or confidentiality provisions of any employment contract, confidentiality andnondisclosure agreement or other agreement between the Optionee and the Company, the right toexercise this Option shall terminate immediately upon written notice to the Optionee from theCompany describing such violation.     (e) Exercise Period Upon Death or Disability. If the Optionee dies or becomesdisabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Datewhile he or she is an Eligible Optionee and the Company has not terminated such relationship for“cause” as specified in paragraph (f) below, this Option shall be exercisable, within the period ofone year following the date of death or disability of the Optionee, by the Optionee (or in the caseof death by an authorized transferee), providedthat this Option shall beexercisable only to the extent that this Option was exercisable by the Optionee on the date of hisor her death or disability, and further provided that this Option shall not be exercisable afterthe Final Exercise Date.
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     (f) Discharge for Cause. If the Optionee, prior to the Final Exercise Date, isdischarged by the Company for “cause” (as defined below), the right to exercise this Option shallterminate immediately upon the effective date of such discharge. “Cause” shall mean willfulmisconduct by the Optionee or willful failure by the Optionee to perform his or herresponsibilities to the Company (including, without limitation, breach by the Optionee of anyprovision of any employment, consulting, advisory, nondisclosure, non-competition or other similaragreement between the Optionee and the Company), as determined by the Company, which determinationshall be conclusive. The Optionee shall be considered to have been discharged for “Cause” if theCompany determines, within 30 days after the Optionee’s resignation, that discharge for cause waswarranted.4.   Administration by Board of Directors or Committee.     This Agreement will be administered by the Board of Directors of the Company (the “Board”).The Board shall have authority to adopt, amend and repeal such administrative rules, guidelines andpractices relating to this Agreement as it shall deem advisable. The Board may correct any defect,supply any omission or reconcile any inconsistency in this Agreement in the manner and to theextent it shall deem necessary and the Board shall be the sole and final judge of such action. Alldecisions by the Board shall be made in the Board’s sole discretion and shall be final and bindingon all persons having or claiming any interest in this Option. No director or person actingpursuant to the authority delegated by the Board shall be liable for any action or determinationrelating to or under this Agreement made in good faith. To the extent permitted by applicable law,the Board may delegate any or all of its powers under this Agreement to one or more committees orsubcommittees of the Board (a “Committee”). All references in this Agreement to the “Board” shallmean the Board or a Committee of the Board to the extent that the Board’s powers or authority underthis Agreement have been delegated to such Committee.5.   Adjustments for Changes in Common Stock and Certain Other Events.     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off orother similar change in capitalization or event, or any distribution to holders of Common Stockother than an ordinary cash dividend, the number and class of securities and exercise price pershare of each share outstanding under this Option shall be equitably and appropriately adjusted bythe Company (or substituted options may be made, if applicable) to the extent determined by theBoard.     (b) Reorganization Events.              (1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidationof the Company with or into another entity as a result of which all of the Common Stock of theCompany is converted into or exchanged for the right to receive cash, securities or other propertyor is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities orother property pursuant to a share exchange transaction or (c) any liquidation or dissolution ofthe Company.
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              (2) Consequences of a Reorganization Event. In connection with a ReorganizationEvent, the Board shall take any one or more of the following actions as to this Option on suchterms as the Board determines: (i) provide this Option shall be assumed, or substantiallyequivalent options shall be substituted, by the acquiring or succeeding corporation (or anaffiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee’sunexercised Shares under this Option will terminate immediately prior to the consummation of suchReorganization Event unless exercised by the Optionee within a specified period following the dateof such notice, (iii) provide that outstanding Shares under this Option shall become exercisable,realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or inpart prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event underthe terms of which holders of Common Stock will receive upon consummation thereof a cash paymentfor each share surrendered in the Reorganization Event (the “Acquisition Price”), make or providefor a cash payment to the Optionee equal to the excess, if any, of (A) the Acquisition Price timesthe number of shares of Common Stock subject to this Option (to the extent the exercise price doesnot exceed the Acquisition Price) over (B) the aggregate exercise price of this Option and anyapplicable tax withholding, in exchange for the termination of this Option, (v) provide that, inconnection with a liquidation or dissolution of the Company, this Option shall convert into theright to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi)any combination of the foregoing.              For purposes of clause (i) above, this Option shall be considered assumed if, followingconsummation of the Reorganization Event, the Option confers the right to purchase, for each shareof Common Stock subject to the Option immediately prior to the consummation of the ReorganizationEvent, the consideration (whether cash, securities or other property) received as a result of theReorganization Event by holders of Common Stock for each share of Common Stock held immediatelyprior to the consummation of the Reorganization Event (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstandingshares of Common Stock); provided, however, that if the consideration received as a result of theReorganization Event is not solely common stock of the acquiring or succeeding corporation (or anaffiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,provide for the consideration to be received upon the exercise of this Option to consist solely ofcommon stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent infair market value to the per share consideration received by holders of outstanding shares ofCommon Stock as a result of the Reorganization Event.6.   Withholding.     The Optionee shall pay to the Company, or make provision satisfactory to the Company forpayment of, any taxes required by law to be withheld in respect of this Option. For so long as theCommon Stock is registered under the Exchange Act, and to the extent permitted by the Board,Optionee may satisfy such tax obligations in whole or in part by delivery of shares of CommonStock, valued at their Fair Market Value; provided, however, except as otherwise provided by theBoard, that the total tax withholding where stock is being used to satisfy such tax obligationscannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutorywithholding rates for federal and state tax purposes, including payroll taxes, that are applicableto such supplemental taxable income). Shares surrendered to satisfy tax
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withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vestingor other similar requirements. The Company may, to the extent permitted by law, deduct any suchtax obligations from any payment of any kind otherwise due to Optionee.7.   Nontransferability of Option.     This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by theOptionee, either voluntarily or by operation of law, except by will or the laws of descent anddistribution, and, during the lifetime of the Optionee, this Option shall be exercisable only bythe Optionee.8.   Miscellaneous     (a) Termination of Status. The Board shall determine the effect on this Option of thedisability, death, retirement, authorized leave of absence or other change in the status of theOptionee and the extent to which, and the period during which, the Optionee, or the Optionee’slegal representative, conservator, guardian or authorized transferee, may exercise rights underthis Option.     (b) Amendment of Option. The Board may amend, modify or terminate this Option,including but not limited to, substituting therefor another Option of the same or a different type,changing the date of exercise or realization, provided that the Optionee’s consent to such actionshall be required unless the Board determines that the action, taking into account any relatedaction, would not materially and adversely affect the Optionee.     (c) Conditions on Delivery of Stock. The Company will not be obligated to deliver anyshares of Common Stock pursuant to this Agreement until (i) all conditions of this Agreement havebeen met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’scounsel, all other legal matters in connection with the issuance and delivery of the Shares havebeen satisfied, including any applicable securities laws and any applicable stock exchange or stockmarket rules and regulations, and (iii) the Optionee has executed and delivered to the Company suchrepresentations or agreements as the Company may consider appropriate to satisfy the requirementsof any applicable laws, rules or regulations.     (d) Acceleration. The Board may at any time provide that this Option shall becomeimmediately exercisable in full or in part, free of some or all restrictions or conditions, orotherwise realizable in full or in part, as the case may be.     (e) No Right To Employment or Other Status. This Option shall not be construed asgiving the Optionee the right to continued employment or any other relationship with the Company.     (f) No Rights As Stockholder. The Optionee shall have no rights as a stockholder withrespect to any shares of Common Stock to be distributed with respect to this Option until becomingthe record holder of such shares. Notwithstanding the foregoing, in the event the Company effectsa split of the Common Stock by means of a stock dividend and the exercise price of and the numberof shares subject to this Option are adjusted as of the date of the distribution of the dividend(rather than as of the record date for such dividend), and the
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Optionee exercises any of this Option between the record date and the distribution date forsuch stock dividend, the Optionee shall be entitled to receive, on the distribution date, the stockdividend with respect to the shares of Common Stock acquired upon such Option exercise,notwithstanding the fact that such shares were not outstanding as of the close of business on therecord date for such stock dividend.     (g) Governing Law. This Agreement shall be governed by and interpreted in accordancewith the laws of the State of Delaware, without regard to any applicable conflicts of law.*****
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     IN WITNESS WHEREOF, the Company has caused this Option to be executed by its duly authorizedofficer. This Option shall take effect as an executed instrument.      BOSTON LIFE SCIENCES, INC.