##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    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
    
    (IRS EmployerIncorporation or Organization)
    
    Identification No.)85 Main Street, Hopkinton, Massachusetts
    
    01748(Address of Principal Executive Offices)
    
    (Zip Code)
 (508) 497-2360
(Registrants Telephone Number, Including Area Code)
 Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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##### 



BOSTON LIFE SCIENCES, INC.
 INDEX TO FORM 10-Q
 PagePart I Financial InformationItem 1 Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Condensed Consolidated Statements of Operations for the three months ended
March 31, 2006 and 2005, and for the period from inception (October 16, 1992) to
March 31, 2006
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2006 and 2005, and for the period from inception (October 16, 1992) to
March 31, 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4 Controls and Procedures
    
    
    20Part II Other InformationItem 1A Risk Factors
    
    
    21Item 6 Exhibits
    
    
    38SIGNATURES
    
    
    39EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification CFO
  ®
 2




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##### Table of Contents



Part I  Financial Information
 
 Item 1  Financial Statements
 Boston Life Sciences, Inc.
 
 
 March 31,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    70,148
    
    
    $
    578,505Marketable securities
    
    
    5,089,693
    
    
    
    8,750,832Other current assets
    
    
    1,152,754
    
    
    
    486,599Total current assets
    
    
    6,312,595
    
    
    
    9,815,936Fixed assets, net
    
    
    231,575
    
    
    
    275,802Other assets
    
    
    398,765
    
    
    
    423,750Total assets
    
    $
    6,942,935
    
    
    $
    10,515,488Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    2,126,598
    
    
    $
    2,288,890Accrued lease (Note 5)
    
    
    25,708
    
    
    
    60,966Total current liabilities
    
    
    2,152,306
    
    
    
    2,349,856Accrued lease, excluding current portion (Note 5)
    
    
    261,336
    
    
    
    274,326Total liabilities
    
    
    2,413,642
    
    
    
    2,624,182Commitments and contingencies (Note 8)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; no shares
issued and outstanding
    
    
    
    
    
    
    Common stock, $.01 par value; 80,000,000 shares
authorized; 16,507,244 and 16,478,084 shares issued and
outstanding at March 31, 2006 and December 31, 2005,
respectively
    
    
    165,072
    
    
    
    164,781Additional paid-in capital
    
    
    125,485,183
    
    
    
    124,887,204Accumulated other comprehensive loss
    
    
    (8,234
    )
    
    
    (12,393
    )Deficit accumulated during development stage
    
    
    (121,112,728
    )
    
    
    (117,148,286
    )Total stockholders equity
    
    
    4,529,293
    
    
    
    7,891,306Total liabilities and stockholders equity
    
    $
    6,942,935
    
    
    $
    10,515,488
  3




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Boston Life Sciences, Inc.
 
 
 Three Months Ended March 31,
    
    
    From Inception(October 16,1992) to2006
    
    
    2005
    
    
    March 31, 2006Revenues
    
    $
    
    
    
    $
    
    
    
    $
    900,000Operating expenses:Research and development
    
    
    2,220,168
    
    
    
    1,290,462
    
    
    
    74,135,029General and administrative
    
    
    1,827,385
    
    
    
    1,012,936
    
    
    
    37,167,153Purchased in-process research and development
    
    
    
    
    
    
    
    
    
    
    12,146,544Total operating expenses
    
    
    4,047,553
    
    
    
    2,303,398
    
    
    
    123,448,726Loss from operations
    
    
    (4,047,553
    )
    
    
    (2,303,398
    )
    
    
    (122,548,726
    )Other expenses
    
    
    
    
    
    
    (2,232
    )
    
    
    (1,582,878
    )Interest expense
    
    
    
    
    
    
    (43,900
    )
    
    
    (4,302,417
    )Investment income
    
    
    83,111
    
    
    
    5,322
    
    
    
    7,321,293Net loss
    
    
    (3,964,442
    )
    
    
    (2,344,208
    )
    
    
    (121,112,728
    )Preferred stock beneficial conversion feature
    
    
    
    
    
    
    
    
    
    
    (8,062,712
    )Accrual of preferred stock dividends and
modification of warrants held by preferred
stockholders
    
    
    
    
    
    
    (715,515
    )
    
    
    (1,229,589
    )Net loss attributable to common stockholders
    
    
    (3,964,442
    )
    
    
    (3,059,723
    )
    
    $
    (130,405,029
    )Basic and diluted net loss attributable to
common stockholders per share
    
    $
    (0.24
    )
    
    $
    (0.37
    )Weighted average common shares outstanding
    
    
    16,501,800
    
    
    
    8,262,094
  4




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Boston Life Sciences, Inc.
 
 
 Three Months Ended
    
    
    From InceptionMarch 31,
    
    
    (October 16,1992) toMarch 31,2006
    
    
    2005
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,964,442
    )
    
    $
    (2,344,208
    )
    
    $
    (121,112,728
    )Adjustments to reconcile net loss to net cash used
for operating activities:Purchased in-process research and development
    
    
    
    
    
    
    
    
    
    
    12,146,544Write-off of acquired technology
    
    
    
    
    
    
    
    
    
    
    3,500,000Interest expense settled through issuance of
notes payable
    
    
    
    
    
    
    
    
    
    
    350,500Non-cash interest expense
    
    
    
    
    
    
    43,900
    
    
    
    1,648,675Non-cash charges related to options,
warrants and common stock
    
    
    596,812
    
    
    
    86,404
    
    
    
    4,877,388Amortization and depreciation
    
    
    52,579
    
    
    
    50,342
    
    
    
    2,454,028Changes in operating assets and liabilities:Increase in other current assets
    
    
    (666,155
    )
    
    
    (241,582
    )
    
    
    (293,791
    )(Decrease) increase in accounts
payable and accrued expenses
    
    
    (162,292
    )
    
    
    31,923
    
    
    
    1,353,933(Decrease) increase in accrued lease
    
    
    (48,248
    )
    
    
    
    
    
    
    287,044Net cash used for operating activities
    
    
    (4,191,746
    )
    
    
    (2,373,221
    )
    
    
    (94,788,407
    )Cash flows from investing activities:Cash acquired through Merger
    
    
    
    
    
    
    
    
    
    
    1,758,037Purchases of fixed assets
    
    
    (8,352
    )
    
    
    (2,415
    )
    
    
    (1,440,128
    )Decrease (increase) in other assets
    
    
    24,985
    
    
    
    (1,366
    )
    
    
    (752,400
    )Purchases of marketable securities
    
    
    (305,292
    )
    
    
    (1,495,429
    )
    
    
    (126,878,676
    )Sales and maturities of marketable securities
    
    
    3,970,590
    
    
    
    1,791,138
    
    
    
    121,780,749Net cash provided by (used for) investing activities
    
    
    3,681,931
    
    
    
    291,928
    
    
    
    (5,532,418
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    1,458
    
    
    
    6,048,556
    
    
    
    63,578,026Proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    35,022,170Preferred stock conversion inducement
    
    
    
    
    
    
    
    
    
    
    (600,564
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    6,585,000Proceeds from issuance of convertible debentures
    
    
    
    
    
    
    
    
    
    
    9,000,000Principal payments of notes payable
    
    
    
    
    
    
    
    
    
    
    (7,146,967
    )Dividend payments on Series E Cumulative Convertible
Preferred Stock
    
    
    
    
    
    
    (314,987
    )
    
    
    (516,747
    )Payments of financing costs
    
    
    
    
    
    
    (40,752
    )
    
    
    (5,529,945
    )Net cash provided by financing activities
    
    
    1,458
    
    
    
    5,692,817
    
    
    
    100,390,973Net (decrease) increase in cash and cash equivalents
    
    
    (508,357
    )
    
    
    3,611,524
    
    
    
    70,148Cash and cash equivalents, beginning of period
    
    
    578,505
    
    
    
    152,971
    
    
    
    Cash and cash equivalents, end of period
    
    $
    70,148
    
    
    $
    3,764,495
    
    
    $
    70,148Supplemental cash flow disclosures:Non-cash transactions (see Note 6)
  5




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Boston Life Sciences, Inc.
 
 
 1. Basis of Presentation
     2. Net Loss Per Share
   6




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3. Comprehensive Loss
  4. Accounting for Stock-Based Compensation
       Net loss, as reported
    
    $
    (2,344,208
    )Add: Stock-based employee compensation expense recognized
    
    
    86,404Deduct: Total stock-based employee compensation expense
determined under fair value based methods for all awards
    
    
    (861,300
    )Pro forma net loss
    
    $
    (3,119,104
    )Accrual of preferred stock dividends and modification of
warrants held by preferred stockholders
    
    
    (715,515
    )Pro forma net loss attributable to common stockholders
    
    $
    (3,834,619
    )Basic and diluted loss attributable to common
stockholders per common share:As reported
    
    $
    (0.37
    )Pro forma
    
    $
    (0.46
    )
 7




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##### Table of Contents



weighted-average
 2006
    
    2005Expected term
    
    6 years
    
    3 yearsRisk-free interest rate
    
    
    4.3
    %
    
    
    3.4%  3.9
    %Stock volatility
    
    
    90
    %
    
    
    100
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
 Expected term
 Risk-free interest rate
 Expected volatility
 Expected dividend yield
   Weighted-AverageExerciseShares
    
    
    PriceOutstanding at beginning of year
    
    
    2,590,152
    
    
    $
    4.23Granted
    
    
    949,000
    
    
    
    2.50Exercised
    
    
    
    
    
    
    Forfeited and expired
    
    
    (16,167
    )
    
    
    6.34Outstanding at end of period
    
    
    3,522,985
    
    
    $
    3.75Options exercisable at end of period
    
    
    1,559,239
    
    
    $
    5.13
  8




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Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    
    
    
    
    
    

    
    WeightedAverage
    
    
    Weighted-
    
    
    
    

    
    
    Average
    

    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    

    
    Remaining
    

    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    

    
    Contractual
    

    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    Life
    
    
    Price
    
    
    Exercisable
    

    
    Life
    

    
    Price$1.35  $2.00
    
    
    101,500
    
    
    9.3 years
    
    $
    1.96
    
    
    
    20,806
    

    
    8.8 years

    
    $
    1.92$2.01  $3.00
    
    
    2,057,522
    
    
    8.7 years
    
    
    2.38
    
    
    
    623,741
    

    
    7.1 years

    
    
    2.31$3.10  $4.65
    
    
    901,879
    
    
    8.8 years
    
    
    3.58
    
    
    
    457,608
    

    
    8.7 years

    
    
    3.59$4.99  $6.96
    
    
    194,094
    
    
    2.3 years
    
    
    5.60
    
    
    
    189,094
    

    
    2.2 years

    
    
    5.60$8.95  $13.06
    
    
    112,669
    
    
    1.8 years
    
    
    10.61
    
    
    
    112,669
    

    
    1.8 years

    
    
    10.61$15.62  $22.36
    
    
    153,446
    
    
    1.7 years
    
    
    16.67
    
    
    
    153,446
    

    
    1.7 years

    
    
    16.67$31.49  $46.88
    
    
    1,875
    
    
    0.1 years
    
    
    31.50
    
    
    
    1,875
    

    
    0.1 years

    
    
    31.503,522,985
    
    
    7.9 years
    
    $
    3.75
    
    
    
    1,559,239
    

    
    6.1 years

    
    $
    5.13
  5. Relocation and Sublease
      9




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##### Table of Contents



6. Stockholders Equity
 Reverse Stock Split
  Preferred Stock
  Warrant Exercises
  Private Placement
  Cancellation and Regrant of Stock Options
  10




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##### Table of Contents



Rights Agreement
  7. Severance and Settlement Agreement and Release
  8. Commitments and Contingencies
  License Agreements
    11




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##### Table of Contents



Contingencies
  Guarantor Arrangements
   9. FluoroPharma, Inc. Amendment
  12




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Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 Description of Company
       13




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Product Development
 Molecular Imaging Program
     14




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Axon Regeneration Program
    Parkinsons Disease Therapeutic Program
  Ocular Therapeutic Program
  15




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Sales and Marketing and Government Regulation
  Research and Development
  1stQuarterProgram
    
    2006
    
    Year to Date
    
    CumulativeMolecular Imaging
    
    $
    1,064,000
    
    
    $
    1,064,000
    
    
    $
    20,323,000Axon Regeneration
    
    $
    213,000
    
    
    $
    213,000
    
    
    $
    9,452,000Parkinsons Disease Therapeutic
    
    $
    21,000
    
    
    $
    21,000
    
    
    $
    780,000Anti-angiogenesis/Ocular Therapeutic
    
    $
    38,000
    
    
    $
    38,000
    
    
    $
    13,747,000
  Critical Accounting Policies and Estimates
  16




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Marketable Securities
  Research Contracts
  Fair Value and Classification of Equity Instruments
    Lease Accrual
  17




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Stock-Based Compensation
   Expected term
 Risk-free interest rate
 Expected volatility
 Expected dividend yield
  Results of Operations
 Three Months Ended March 31, 2006 and 2005
    18




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Liquidity and Capital Resources
   Date
    
    Net Proceeds Raised
    
    Securities IssuedSeptember 2005
    
    $12.8 million
    
    Common stockMarch 2005
    
    $5.0 million
    
    Common stockDecember 2003
    
    $7.0 million
    
    Convertible preferred stock and warrants
   19




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Contractual Obligations and Commitments
   
 Item 3  Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4  Controls and Procedures
   20




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Part II  Other Information
 
 Item 1A  Risk Factors
    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.
  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.
  
    
    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;
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##### Table of Contents




    
    The cost of establishing clinical and commercial supplies of our product candidates and
any products that we may develop;
    
    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.
    CHANGES IN ESTIMATES UNDER FINANCIAL ACCOUNTING STANDARDS RELATED TO SHARE-BASED
PAYMENTS COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR REPORTED RESULTS
OF OPERATIONS.
  OUR ESTIMATES OF OUR LIABILITY UNDER OUR BOSTON, MASSACHUSETTS LEASE MAY BE INACCURATE.
  Risks Related to Commercialization
 22




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OUR SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY DEVELOP OUR PRODUCT CANDIDATES INTO
COMMERCIAL PRODUCTS.
  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.
   
    
    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.
  ACQUISITIONS PRESENT MANY RISKS, AND WE MAY NOT REALIZE THE ANTICIPATED FINANCIAL AND
STRATEGIC GOALS FOR ANY SUCH TRANSACTIONS.
  
    
    We may find that the acquired company or assets do not further our business strategy, or
that we overpaid for the company or assets, or that economic conditions change, all of which
may generate a future impairment charge;
    
    We may have difficulty integrating the operations and personnel of the acquired business,
and may have difficulty retaining the key personnel of the acquired business;
    
    We may have difficulty incorporating the acquired technologies;
    
    We may encounter technical difficulties or failures with the performance of the acquired
technologies or drug products;
    
    We may face product liability risks associated with the sale of the acquired companys
products;
 23




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##### Table of Contents




    
    Our ongoing business and managements attention may be disrupted or diverted by
transition or integration issues and the complexity of managing diverse locations;
    
    We may have difficulty maintaining uniform standards, internal controls, procedures and policies across locations;
    
    The acquisition may result in litigation from terminated employees or third-parties; and
    
    We may experience significant problems or liabilities associated with product quality,
technology and legal contingencies.
   Risk Related to Regulation
 IF OUR PRECLINICAL TESTING AND CLINICAL TRIALS ARE NOT SUCCESSFUL, WE WILL NOT OBTAIN
REGULATORY APPROVAL FOR COMMERCIAL SALE OF OUR PRODUCT CANDIDATES.
    24




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##### Table of Contents




    
    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.
    
    
    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;
 25




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##### Table of Contents




    
    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.
 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.
  
    
    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;
    
    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.
  26




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FOREIGN GOVERNMENTS TEND TO IMPOSE STRICT PRICE CONTROLS WHICH MAY ADVERSELY AFFECT OUR
REVENUES, IF ANY.
  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.
   
    
    Our ability to protect our technologies could be delayed or negatively affected if the
United States Patent and Trademark Office, or 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 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 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.
 WE IN-LICENSE A SIGNIFICANT PORTION OF OUR INTELLECTUAL PROPERTY AND IF WE FAIL TO COMPLY
WITH OUR OBLIGATIONS UNDER ANY OF THE RELATED AGREEMENTS, WE COULD LOSE LICENSE RIGHTS THAT ARE
NECESSARY TO DEVELOP OUR PRODUCT CANDIDATES.
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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.
   CONFIDENTIALITY AGREEMENTS WITH EMPLOYEES AND OTHERS MAY NOT ADEQUATELY PREVENT DISCLOSURE OF
TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.
  Risks Related to our Dependence on Third Parties
 IF ANY COLLABORATOR TERMINATES OR FAILS TO PERFORM ITS OR THEIR OBLIGATIONS UNDER AGREEMENTS
WITH US, THE DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCT CANDIDATES COULD BE DELAYED OR
TERMINATED.
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
    
    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.
    
    Joseph R. Bianchine, M.D., Ph.D., F.A.C.P., F.A.C.C.P., former Senior Scientific Advisor,
Schwarz Pharma AG.
    
    Alan J. Fischman, M.D., Ph.D., Director, Department of Nuclear Medicine, Massachusetts
General Hospital; Professor of Radiology, Harvard Medical School.
    
    Zhigang He, Ph.D., BM, Research Associate, Department of Neurology, Childrens Hospital
Boston; Associate Professor of Neurology, Department of Neurology, Harvard Medical School.
    
    Robert S. Langer, Jr. Sc.D., Director, Boston Life Sciences, Inc., Institute Professor of
Chemical and Biomedical Engineering, Massachusetts Institute of Technology.
    
    Peter Meltzer, Ph.D., President, Organix, Inc., Woburn, MA.
   
    
    Beacon Bioscience in Doylestown, Pennsylvania which performs services for us including
ALTROPANE SPECT evaluations and image management;
    
    Chemic Laboratories in Canton, Massachusetts which provides ALTROPANE chemical
intermediate material, INOSINE drug substance, and performs certain analytic services for
our preclinical programs;
    
    Childrens Hospital Boston in Boston, Massachusetts where certain of our collaborating
scientists perform their research efforts;
    
    Harvard Medical School in Boston, Massachusetts where certain of our collaborating
scientists perform their research efforts;
    
    INC Research in Raleigh, North Carolina which performs services for us including clinical
and medical monitoring, statistical analysis and data management services;
    
    Massachusetts General Hospital, Boston, Massachusetts where certain of our collaborating
scientists perform their research efforts;
    
    MDS Nordion in Vancouver, British Colombia which manufactures the SPECT ALTROPANE
molecular imaging agent;
    
    Medifacts International in Rockville, Maryland which is our ECG core laboratory and
provides cardiac safety services; and
 
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
    
    Organix in Woburn, Massachusetts which provides non-radioactive ALTROPANE for FDA
mandated studies and synthesizes our compounds for the treatment of PD and for axon
regeneration.
     IF
WE ARE UNABLE TO MAINTAIN OUR KEY WORKING RELATIONSHIPS WITH OUR KEY
COLLABORATORS, INCLUDING HARVARD AND ITS AFFILIATES AND CHILDRENS MEDICAL
CENTER CORPORATION, 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, SUCH
COLLABORATORS. WE EXPECT THAT A SUBSTANTIAL PORTION OF OUR FUTURE
DEVELOPMENT EFFORTS WILL BE BASED UPON TECHNOLOGIES DEVELOPED BY AND
RESEARCH AND DEVELOPMENT PERFORMED BY THESE COLLABORATORS.
   
    
    ALTROPANE molecular imaging agent compositions and methods of use;
    
    Technetium-based molecular imaging agent compositions and methods of use;
    
    Axon regeneration methods of use; and
    
    DAT blocker compositions and methods of use.
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
    
    An initial licensing fee payment upon the execution of the agreement and annual license
maintenance fee;
    
    Reimbursement payments for all patent related costs incurred
by the licensor, including fees associated with the filing of continuation-in-part patent
applications;
    
    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.
      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.
  
    
    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
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
    
    The parties will not dispute the ownership rights to any technologies developed under
such collaborations.
 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.
  
    
    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.
  Risks Related to Competition
 WE ARE ENGAGED IN HIGHLY COMPETITIVE INDUSTRIES DOMINATED BY LARGER, MORE EXPERIENCED AND
BETTER CAPITALIZED COMPANIES.
  
    
    Many of our potential competitors in the field of CNS research have significantly greater
experience than we do in completing preclinical 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;
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
    
    The timing and scope of regulatory approvals for these products;
    
    The availability and amount of third-party reimbursement;
    
    The strength of our patent position;
    
    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.
  IF WE ARE UNABLE TO COMPETE EFFECTIVELY, OUR PRODUCT CANDIDATES MAY BE RENDERED
NONCOMPETITIVE OR OBSOLETE.
  IF THIRD-PARTY PAYORS DO NOT ADEQUATELY REIMBURSE OUR CUSTOMERS FOR ANY OF OUR PRODUCTS THAT
ARE APPROVED FOR MARKETING, THEY MIGHT NOT BE ACCEPTED BY PHYSICIANS AND PATIENTS OR PURCHASED OR
USED, AND OUR REVENUES AND PROFITS WILL NOT DEVELOP OR INCREASE.
   
    
    Significant uncertainty exists as to the reimbursement status of newly approved health care products;
    
    Third-party payors are increasingly challenging the prices charged for medical products and services;
    
    Adequate insurance coverage and reimbursement 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;
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
    
    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, 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.
     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.
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WE HAVE LIMITED MANUFACTURING CAPACITY AND MARKETING INFRASTRUCTURE AND EXPECT TO BE HEAVILY
DEPENDENT UPON THIRD PARTIES TO MANUFACTURE AND MARKET APPROVED PRODUCTS.
     USE OF THIRD PARTY MANUFACTURERS MAY INCREASE THE RISK THAT WE WILL NOT HAVE ADEQUATE SUPPLIES OF
OUR PRODUCT CANDIDATES.
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
    
    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.
  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.
   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.
  
    
    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;
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
    
    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.
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Item 6  Exhibits
 31.1
    
    Certification of the Chief Executive Officer pursuant to Section
1350 of Title 18, United States Code, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section
1350 of Title 18, United States Code, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    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.
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SIGNATURES
  BOSTON LIFE SCIENCES, INC
(Registrant)DATE: May 15, 2006
    
    /s/      Peter G. SavasPeter G. SavasChief Executive Officer(Principal Executive Officer)DATE: May 15, 2006
    
    /s/      Kenneth L. Rice, Jr.Kenneth L. Rice, Jr.Executive Vice President Finance and AdministrationAnd Chief Financial Officer(Principal Financial and Accounting Officer)
 39