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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K


[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2001

[ ]               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 0-26758


                        ALKERMES CLINICAL PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                         043-145043
----------------------------                           --------------------
(State or other jurisdiction                            (I.R.S. Employer
       of organization)                                 Identification No.)


    64 Sidney Street, Cambridge, MA                          02139-4136
----------------------------------------               --------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number including area code:         (617) 494-0171
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:   None
                                                            --------------------

Securities registered pursuant to Section 12(g) of the Act:

                      Class A Limited Partnership Interest
                      ------------------------------------
                                (Title of Class)


     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

     State the aggregate market value of voting stock held by non-affiliates of
the Registrant: There is no voting equity security of the Registrant and there
is no market, public or private, for the equity securities of the Registrant.

     NO DOCUMENTS ARE INCORPORATED BY REFERENCE IN THIS REPORT ON FORM 10-K.

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ITEM 1.    BUSINESS

         The following Business section contains forward-looking statements
which involve risks and uncertainties. The Partnership's and the Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Important Factors Regarding Forward-Looking Statements."

GENERAL

         Alkermes Clinical Partners, L.P. (the "Partnership") was formed in
February 1992 under the laws of the State of Delaware. The Partnership operates
pursuant to an Agreement of Limited Partnership, dated as of February 7, 1992,
as amended. The sole general partner of the Partnership, Alkermes Development
Corporation II, a Delaware corporation (the "General Partner"), is a wholly
owned subsidiary of Alkermes, Inc. ("Alkermes" or the "Company"). The limited
partners of the Partnership are investors who purchased Class A and Class B
limited partnership interests in the Partnership in a private placement that
closed in April 1992 and their transferees.

         The principal objective of the Partnership is to develop and derive
income from the sale or license of a family of molecules designated by Alkermes
as Receptor-Mediated Permeabilizers(TM) ("RMPs(TM)") for human pharmaceutical
use in the United States and Canada. The principal technology is Cereport(TM),
formerly known as RMP-7(TM), a product candidate designed to facilitate drug
delivery to the central nervous system.

         Cereport, a member of the family of RMPs, is a nine amino acid peptide
based on bradykinin, a compound occurring naturally in the body and known to
affect vascular permeability. Cereport is a proprietary, synthetic analog of
bradykinin developed to increase transiently the permeability of the blood-brain
barrier. Following injection, Cereport increases permeability by triggering a
brief relaxation of the tight cellular junctions of the blood-brain barrier.
During the time the tight junctions are relaxed, permeability is increased and
drug molecules in the bloodstream can diffuse into the brain in concentrations
greater than can usually be achieved without Cereport. Preclinical and clinical
data also suggest that Cereport can be administered at doses that selectively
increase permeability in the region of brain tumors and other pathology while
not significantly affecting permeability in healthy brain tissue.

         Cereport exerts a pharmacologic effect on the vasculature of the brain
and does not itself bind to or serve as a carrier for the drug of which it is
facilitating delivery. The Partnership, through a product development agreement
with Alkermes described below, is developing Cereport to be manufactured,
packaged and dispensed as a standalone product. In the clinical setting,
Cereport is administered in conjunction with a therapeutic or diagnostic agent.
Timing of Cereport administration relative to that of the therapeutic or
diagnostic agent is determined on a drug by drug basis to optimize barrier
permeability during the time of peak drug plasma concentrations.


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         Cereport is intended to be marketed as an independent agent to increase
the utility of other therapeutic and diagnostic compounds given with it. The
General Partner believes Cereport may be administered along with cancer
chemotherapeutic and anti-infective agents not currently used in the treatment
of central nervous system disorders because of their limited ability to
penetrate the blood-brain barrier.

THE PRODUCT DEVELOPMENT AGREEMENT

         The Partnership entered into a product development agreement, dated as
of March 6, 1992, with Alkermes (the "Product Development Agreement") pursuant
to which Alkermes granted to the Partnership an exclusive, royalty-free license
to certain patent rights and other technology owned or controlled by the Company
related to RMPs (the "Background Technology"). The license granted to the
Partnership is limited to Background Technology necessary or materially useful
for the development and commercialization of products based on RMPs (each a
"Product") for human pharmaceutical use in the United States and Canada (the
"Field of Activity").

         Under the Product Development Agreement, the Partnership granted to
Alkermes an exclusive, royalty-free license to all patent rights and other
technology arising from research and development conducted under the Product
Development Agreement (the "Program Technology" which, taken together with the
Background Technology, comprises the "Technology") for exploitation outside the
Field of Activity.

         Alkermes has agreed, pursuant to the Product Development Agreement, to
the extent permitted by Partnership funds (including any funds which the Company
may, in its discretion, elect to contribute to the Partnership) to use its best
efforts to perform the research and development necessary to engage in the Field
of Activity (the "Research Program"). Through June 30, 1996, the Partnership
reimbursed Alkermes for its research and development expenses on behalf of the
Partnership and paid a management fee equal to ten percent (10%) of such
expenses.

         The Partnership's funds have been expended and no United States Food
and Drug Administration ("FDA") marketing approval has been received for the
sale by or on behalf of the Partnership of any Product in the Field of Activity.
In this circumstance, the Product Development Agreement provides that the
General Partner is to determine the amount of additional funds required by the
Partnership in the upcoming year, and the Company will have the right, in its
sole discretion, to contribute such funds to the Partnership or to pay such
funds in any manner to which the Company and the General Partner agree
(including the direct payment of research and development expenses). The Company
is paying and intends to continue to pay research and development expenses
directly.

         The Company has agreed to use its best efforts to manufacture and
market the Products in the Field of Activity directly or through third parties
in the United States and Canada in accordance with the marketing program
approved by the Board of Directors of the General Partner (the "Marketing
Program"). If at any time the Board of Directors of the General Partner shall
determine to discontinue the Marketing Program with respect to any Product or
Products, the Company's obligation to market such Product or Products will
cease.

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         The General Partner is obligated to begin reviews of the Marketing
Program after the beginning of Phase II/III clinical trials for RMPs. If at any
time the Board of Directors of the General Partner determines that the Research
Program is infeasible or uneconomic and should be discontinued with respect to
one or more products, or if the Board of Directors of the General Partner
determines to discontinue the Marketing Program with respect to all Products, or
if the Company decides not to contribute the additional funds to the Partnership
which are determined by the General Partner to be required when all Partnership
funds have been expended and no FDA marketing approval has been received for the
sale of any product in the Field of Activity, the Product Development Agreement
and the Purchase Option (as defined below under "The Purchase Agreement") will
terminate.

         The Partnership granted to the Company a royalty-bearing right and
license to make, use, modify and improve the Technology within the Field of
Activity (the "Interim License"). The Company has agreed to pay to the
Partnership within 60 days after the end of each calendar quarter until the
Interim License terminates a payment equal to twelve percent (12%) of revenues
on sales of RMPs in the United States and Canada. The Company has also agreed to
pay to the Partnership, to the extent necessary to allow the Partnership to pay
projected distributions in any calendar year, quarterly payments equal to ten
percent (10%) of revenues on sales of RMPs in Europe. The Company will be
required, under certain circumstances, to make payments to the Partnership in an
amount equal to a percentage of the revenues of the Company from the sale of
certain products which are competitive with any of the Partnership's products,
which percentage of revenues will be no greater than one-half of the applicable
percentage of revenues on sales of products. Any payments based on sales of RMPs
in Europe may be reduced if such sales are made through sublicensees or other
third parties. All such payments are referred to as "Interim License Payments."
In addition, the Company has agreed to pay to the Partnership a milestone
payment (the "Milestone Payment") equal to twenty percent (20%) of the aggregate
capital contributions of all Partners, payable, at the Company's option, in cash
or shares of Common Stock, upon the receipt of the first approval from the FDA
to market any product in the Field of Activity. The Partnership Agreement
provides for the allocation of such payments among the Partners.

         Upon termination of the Interim License (which will occur upon exercise
or termination of the Purchase Option), any royalties on sales of certain
competitive products will be payable until the fifth anniversary of such
termination. Upon termination of the Interim License, the Company has also
agreed to pay to the Partnership, to the extent necessary to pay projected
distributions to the partners in any year, payments of ten percent (10%) of the
Company's revenues on sales of RMPs in Europe, and after each Class A Limited
Partner has received payments under the Partnership Agreement aggregating eight
hundred percent (800%) of its capital contribution, such payments will be
reduced to nine percent (9%) of the Company's revenues on sales of RMPs in
Europe, and after each Class A Limited Partner has received payments under the
Partnership Agreement aggregating one thousand percent (1,000%) of its capital
contribution, such payments will be reduced to four percent (4%) of the
Company's revenues on sales of RMPs in Europe. Any payments based on European
sales of certain competitive products and RMPs may be reduced if such sales are
made through sublicensees or other third parties. Any payments based on European
sales of RMPs will terminate on the last day of the calendar quarter in which
the eleventh anniversary of the exercise or termination of the Purchase Option
occurs.


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         The Company has agreed to file patent and similar applications that it
or the Partnership believes in its reasonable business judgment are necessary or
useful to protect the Partnership's interest in the Technology and has agreed to
use reasonable diligence to prosecute and maintain in force such applications
and any resultant patents or similar rights.

         The Company will have the right but not the obligation to bring patent
infringement actions against third parties that infringe any of the
Partnership's rights with respect to the Technology. The Company has agreed to
pay all expenses (including attorneys' fees) incurred in connection with such
infringement action, subject to reimbursement to the extent described below. If
as a result of any such infringement action, a judgment is executed in favor of
the Company or a settlement is reached with the infringing party, the Company
has agreed to divide the proceeds thereof between itself and the Partnership in
proportion to their respective relative economic interests in the Technology
affected by such judgment or settlement giving consideration to the countries
and Products involved. Expenses incurred by the Company in bringing such action
are to be allocated between the Partnership and the Company in the same
proportions as the proceeds thereof. The Partnership's allocation of such
expenses is to be reimbursed by the Partnership to the Company out of the
proceeds received by the Partnership. In addition, the Partnership will retain
the right to maintain such patent infringement actions, at its own expense,
should the Company fail to do so.

THE PURCHASE AGREEMENT

         The Company entered into a purchase agreement dated as of March 6, 1992
(the "Purchase Agreement") with each investor in the Private Placement and the
Class B Limited Partner. Under the terms of the Purchase Agreement, each Class A
Limited Partner and the Class B Limited Partner granted to the Company an
irrevocable option (the "Purchase Option") to purchase his, her or its interest
in the Partnership (a "Class A Partnership Interest" or "Class B Partnership
Interest" as applicable). The Purchase Option is exercisable only if all Class A
and Class B Partnership Interests (collectively, the "Partnership Interests")
are to be purchased and such option is exercised by sending a notice to all
Class A and Class B Limited Partners on a date during the 45-day period
commencing on the date which is the earlier of (a) the date which is the last
day of the first month in which the Partnership shall have received Interim
License Payments equal to fifteen percent (15%) of the Limited Partner's Capital
Contributions (excluding the Milestone Payment) and the last day of the
twenty-fourth full month after the date of the Company's first commercial sale
of any Product within the Field of Activity and (b) the last day of the
forty-eighth full month after the date of such first commercial sale. The date
of purchase (if any) of the Partnership Interests (the "Purchase Date") pursuant
to the Purchase Agreement must take place within 60 days after the Purchase
Option is exercised.

         The Purchase Option will terminate upon the occurrence of any of the
following termination events: (i) the bankruptcy of the Company, (ii) the
cessation of operations by the Company, (iii) the seizure or attachment of all
or a substantial part of the Company's assets or (iv) the termination of the
Research Program or the Marketing Program. In addition, the Purchase Option will
terminate upon the earlier of (a) the Company's notice to the Partnership and
the Limited Partners that it does not intend to exercise the Purchase Option or
(b) the expiration unexercised of the Purchase Option. Upon any such
termination, the Partnership will


                                       5

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be free to license or sell the Technology. The Purchase Option will also
terminate on the Purchase Date.

         If the Company exercises the Purchase Option, the Company has agreed to
pay to each Class A Limited Partner an advance payment of $40,000 per Class A
Partnership Interest plus certain royalty payments, both of which are payable in
the manner described below. The advance payment may be paid, at the Company's
option, in (i) cash, or (ii) Common Stock in an amount equal to the number of
shares of Common Stock obtained by dividing $40,000 by ninety-five percent (95%)
of the average closing price per share of Common Stock for the 15 trading days
immediately preceding the fifth trading day prior to the date the Purchase
Option is exercised (subject to adjustments as aforesaid).

         Under the terms of the Purchase Agreement, the Company agreed that it
will, on or prior to the date that it exercises the Purchase Option, register
under the Securities Act of 1933, as amended, all shares of Common Stock to be
delivered to partners under the Purchase Agreement. Shares of Common Stock may
be used to make the advance payment only if they are then listed on a national
securities exchange or quoted on the Nasdaq National Market.

         In addition to the advance payment described above, but subject to the
limitations stated below, each Class A Limited Partner is to receive quarterly
payments equal to such Class A Limited Partner's pro rata portion (based on the
ratio that such Class A Limited Partner's capital contribution to the
Partnership bears to the aggregate capital contributions of (i) all Limited
Partners or (ii) after the Class B Threshold Date (as defined below), all Class
A Limited Partners) of (i) twelve percent (12%) of revenues on sales of RMPs in
the United States and Canada and (ii) ten percent (10%) of revenues on sales of
RMPs in Europe, and after each such Class A Limited Partner has received
payments pursuant to the Purchase Agreement aggregating eight hundred percent
(800%) of his capital contribution, such royalties will be reduced to nine
percent (9%) in the United States, Canada and Europe and after each such Class A
Limited Partner has received payments pursuant to the Purchase Agreement
aggregating one thousand percent (1,000%) of his capital contribution, such
royalties will be reduced to four percent (4%) in the United States, Canada and
Europe, in each case provided that royalties on sales of RMPs in Europe will be
payable only to the extent necessary to pay projected distributions in any
calendar year; and provided further, that royalties on sales of RMPs in Europe
may be reduced if such sales are made through sublicensees or other third
parties. Beginning with the first day (the "Class B Threshold Date") of the
calendar quarter following the calendar quarter by the end of which each Class A
Limited Partner will have received distributions pursuant to the Partnership
Agreement and the Purchase Agreement in an aggregate amount equal to or greater
than $50,000 for each Unit (or $25,000 for each half Unit owned by such Class A
Limited Partner), the Class A Limited Partners will receive only ninety-five
percent (95%) of the above royalties. Such royalties will terminate on the last
day of the calendar quarter in which the eleventh anniversary of the Purchase
Date occurs (the "Cut-Off Date"). Under certain circumstances, Limited Partners
will also receive royalties in an amount equal to a percentage of the revenues
of the Company from the sale of certain products which are competitive with any
Product, which percentage of revenues will be no greater than one half of the
applicable percentage of revenues on sales of Products.



                                       6

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         If Alkermes exercises the Purchase Option, the Class B Limited Partner
is to receive, in addition to an advance payment of $80,000, payable in cash or
stock in the same manner as described above for Class A Limited Partners,
quarterly payments equal to (i) prior to the date on which the Class B Threshold
occurs, the Class B Limited Partner's pro rata portion (based upon the ratio
that the Class B Limited Partner's capital contribution bears to the aggregate
capital contributions of all Limited Partners) of the royalties described in the
previous paragraph and (ii) beginning with the date the Class B Threshold occurs
and ending with the Cut-Off Date, five percent (5%) of all such royalties.

         The Purchase Agreement provides that, at any time after the Company has
purchased the Partnership Interests, the Company will have the right to make
offers to pay cash or other consideration in satisfaction of its outstanding
royalty payment obligations under the Purchase Agreement. If at any time holders
of at least sixty-six and two-thirds percent (66-2/3%) in value of the
Partnership Interests of all former Class A Limited Partners ("Class A Royalty
Payment Recipients") shall have accepted the terms of any such offer, the
Company will have the right, for 60 days after the date on which such Class A
Royalty Payment Recipients have indicated acceptance, to prepay its obligations
to all such Class A Royalty Payment Recipients. Such prepayment will be on the
terms of the most recent offer accepted by such Class A Royalty Payment
Recipients.

         The Company also agreed to use its best efforts to manufacture Products
and to sell the products for use in the Field of Activity. If the Company
determines that such manufacture and sale is not commercially practicable, it
has agreed to use its best efforts to license or sell the Technology to a third
party.

         The Company is not permitted to assign, delegate or transfer its rights
under the Purchase Agreement (with certain exceptions) without the prior written
consent of (i) sixty-six and two thirds percent (66-2/3%) in interest of the
Class A Royalty Payment Recipients for which the Company shall not have made all
payments required to be made pursuant to the Purchase Agreement and (ii) the
Class B Limited Partner, which consent shall not be unreasonably withheld. The
Partnership Agreement provides for the allocation among the Limited Partners of
any proceeds resulting from the assignment, delegation or transfer of the
Company's rights under the Purchase Agreement. The Limited Partners are not
permitted to assign, transfer, or sell their rights under the Purchase Agreement
without the prior written consent of the Company, which consent may be withheld
in the Company's absolute discretion, except that (i) the Limited Partners may
assign the Common Stock delivered to them pursuant to the Purchase Agreement and
(ii) the Class B Limited Partner may assign its rights to any present or former
officer(s) or director(s) of PaineWebber Development Corporation.

CEREPORT

         Cereport is a nine amino acid peptide based on bradykinin, a compound
occurring naturally in the body and known to affect vascular permeability.
Cereport is a proprietary, synthetic analog of bradykinin developed by Alkermes
on behalf of the Partnership pursuant to the Product Development Agreement, to
increase transiently the permeability of the blood-brain barrier. Following
injection, Cereport increases permeability by triggering a brief relaxation of
the tight cellular junctions of the blood-brain barrier. During the time the
tight junctions are


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relaxed, permeability is increased and drug molecules in the bloodstream can
diffuse into the brain in concentrations greater than can usually be achieved
without Cereport. Preclinical and clinical data also suggest that Cereport
increases the uptake of pharmaceuticals in the region of brain tumors and other
pathology.

         Cereport exerts a pharmacologic effect on the vasculature of the brain
and does not itself bind to or serve as a carrier for the drug of which it is
facilitating delivery. In the clinical setting, Cereport is administered in
conjunction with the therapeutic or diagnostic agent. Timing of Cereport
administration relative to that of the therapeutic or diagnostic agent is
determined on a drug-by-drug basis to optimize barrier permeability during the
time of peak drug plasma concentrations.

         Cereport is intended to be marketed as an independent agent to increase
the utility of other therapeutic and diagnostic compounds given with it. The
General Partner believes Cereport may be administered along with cancer
chemotherapeutic and anti-infective agents not currently used in the treatment
of central nervous system disorders because of their limited ability to
penetrate the blood-brain barrier.

         Cereport has the potential to be used in combination with a variety of
agents in various disease settings. The goal of the General Partner is to
develop Cereport through its own development activities, the Product Development
Agreement and, when appropriate, collaborations with pharmaceutical companies.
Alkermes may collaborate with companies having drugs whose uses could be
expanded to include central nervous system indications. In such cases, Alkermes
and its partner could collaborate in the clinical development of the combination
without any exchange of product rights.

BRAIN TUMOR

         Current treatment for brain tumor is limited and inadequate. Standard
treatment typically involves surgery to remove cancerous tissue, followed by
radiation therapy. After initial treatment with surgery and/or radiotherapy,
brain tumors often recur. Upon recurrence, tumors typically progress rapidly,
neurological function and quality of life deteriorate and patients die within
months. Chemotherapy has played only a limited role in treatment, in part due to
the limited access of many chemotherapeutic agents to the brain because of the
normally restrictive blood-brain barrier. Carboplatin is a chemotherapeutic
approved for use by the FDA and other regulatory authorities worldwide for use
in the treatment of various tumor types outside of the brain, but is limited in
its ability to penetrate into the brain. Cereport is designed to enable more
effective use of chemotherapeutic agents like carboplatin in the treatment of
brain tumors by transiently increasing the permeability of the blood-brain
barrier.

RECURRENT MALIGNANT GLIOMA CLINICAL TRIALS

         The General Partner's clinical strategy for Cereport has been to
establish a foundation of safety and pharmacologic effect of increasing
blood-brain barrier permeability prior to entering Phase III clinical trials of
Cereport administered in combination with carboplatin. To date, over 700 human
subjects have received Cereport in a series of clinical trials in all
indications studied. Through the Phase I, Phase I/II and Phase III clinical
trials, Cereport was shown to have a good


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safety profile in volunteers and patients. Transient flushing was the most
consistent adverse event noted and nausea and vomiting were determined to be the
dose limiting toxicity. There was no evidence of increased toxicity associated
with the combination of Cereport and carboplatin, and the drug combination was
generally well tolerated by patients.

         Based on the successful completion of Phase I and Phase I/II clinical
trials, Alkermes initiated multiple Phase II clinical trials both of intravenous
and intra-arterial Cereport and carboplatin in patients with recurrent malignant
glioma. Three multi-center Phase II clinical trials of intravenous Cereport and
carboplatin and one multi-center Phase II clinical trial of intra-arterial
Cereport and carboplatin were completed. The results of the three Phase II
intravenous Cereport clinical trials provided the basis for the Company's
decision to proceed in the United States and Europe into study ALK01-040, a
Phase III clinical trial of intravenous Cereport and carboplatin in patients
with newly diagnosed brain tumors.

NEWLY DIAGNOSED BRAIN TUMOR

         In April 1999, we announced our plans to discontinue study ALK01-040,
which was a Phase III clinical trial of Cereport and carboplatin for the
treatment of newly-diagnosed brain tumor patients. The study began enrollment in
March 1998, and was designed to enroll patients with high grade primary brain
tumors following surgical resection of the tumor and prior to the initiation of
radiotherapy. The discontinuation of the study was not based on any issues
related to the safety or potential efficacy of Cereport in this indication, but,
based on our experience with the trial, we determined that elements of the study
design were inappropriate and that the probability of successful completion was
low. We are not planning to initiate another clinical trial in this indication
in the near future.

METASTATIC BRAIN TUMOR

         We conducted a Phase I/II clinical trial of Cereport and carboplatin in
patients with metastatic brain tumors, or tumors that have spread to the brain
from other sites in the body. The study also included a dose escalation
component, in which progressively larger doses of Cereport are being
investigated in this patient population. The clinical trial phase of this study
was completed in 1999. The results of this trial were presented to ALZA
Corporation ("ALZA") in 2000.

PEDIATRIC BRAIN TUMOR

         The Pediatric Branch of the National Cancer Institute ("NCI") has
completed one study and is conducting a second study of Cereport and carboplatin
in pediatric patients with primary brain tumors. The first study began in August
1996 and enrolled 25 patients. The study was a non-controlled, open label Phase
I/II clinical trial of intravenous Cereport and carboplatin in pediatric brain
tumor patients who have failed other therapies. The study was completed in
August 1999. The second study began in June 1998, and is a Phase II multi-center
study, in pediatric brain tumor patients. Up to ten centers are enrolling up to
a total of 100 children over six years.

         An investigator sponsored investigational new drug application to study
the radiosensitization effect of Cereport and carboplatin given with radiation
therapy in pediatric


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brain stem gliomas began in 2001. This study is being managed by the Children's
Oncology Group in coordination with the NCI. Eight centers will enroll up to a
total of 36 children over four years.

COLLABORATION WITH ALZA CORPORATION

         As of September 30, 1997, Alkermes and ALZA entered into an agreement
relating to the development and commercialization of Cereport. Under the terms
of the agreement, ALZA made a $10.0 million upfront payment to Alkermes to fund
clinical development; in return, ALZA has the option to acquire exclusive
worldwide commercialization rights to Cereport, subject to the rights and
obligations of the Partnership. In fiscal year 1999, Alkermes presented a final
report to ALZA of two Phase II clinical trials that use Cereport in combination
with carboplatin for the treatment of brain tumors. During 2001, ALZA was
acquired by Johnson & Johnson ("J&J") and is now a wholly-owned subsidiary of
J&J. ALZA and J&J are still considering those final reports and their interest
in continuing development of Cereport. If ALZA and J&J decide not to continue
development of Cereport, we will consider whether to continue to develop
Cereport on our own or to seek another partner. If ALZA and J&J choose to
continue the development of Cereport, they will make additional payments to
cover costs associated with advanced clinical development. If Cereport is
commercialized successfully by ALZA and J&J, they will pay Alkermes certain
milestone payments. Alkermes would be responsible for the manufacturing of
Cereport, and the two companies would share approximately equally in profits
from sales of the product. If ALZA and J&J do not exercise its option, funding
for the further development of Cereport would have to be obtained from Alkermes
or a third party. There can be no assurance that such funding could be obtained
and that development of Cereport would not suffer a material set back in its
development.

PATENTS AND PROPRIETARY RIGHTS

         The Partnership's success will be dependent, in part, on Alkermes'
ability to obtain patent protection for its and the Partnership's products, to
maintain trade secret protection and to operate without infringing upon the
proprietary rights of others.

         Alkermes has a proprietary portfolio of patent rights and exclusive
licenses to patents and patent applications. Alkermes has filed numerous United
States and foreign patent applications directed to composition of matter as well
as processes of preparation and methods of use, including applications relating
to: permeabilizers, certain rights to which have been licensed to the
Partnership, of which one United States patent was issued in each of May 1992,
December 1993, April 1996, December 1996 and November 1997. In the future, the
Company may file further United States and foreign patent applications directed
to new or improved products and processes. No United States patent issued to the
Company is expected to expire prior to 2010. Alkermes intends to file additional
patent applications when appropriate and intends to defend its and the
Partnership's patent positions.

         Two applications for patents were filed by a third party in the United
States and in Europe that contain claims covering certain analogs and uses
thereof of the same naturally occurring molecule on which Cereport is based. Two
United States patents have issued from these applications. There can be no
assurance that the claims of the issued United States patents


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are not infringed and the claims of future patents issuing from these
applications, if any, will not be infringed by the Partnership's or the
Company's proposed manufacture, use or sale of Cereport. There can be no
assurance that Alkermes or the Partnership would prevail in any legal action
seeking damages or injunctive relief for infringement of any patent that might
issue under such applications or that any license required under any such
patents would be made available or, if available, would be available on
acceptable terms. There can be no assurance that the cost of defending an
infringement action would not be substantial and would not have a material
adverse effect on the Company's business, financial condition and results of
operations. Furthermore, there can be no assurance that any licenses under any
patents would be made available on commercially viable terms, if at all. Failure
to obtain a required license could result in the inability to proceed with
RMP-based products.

         The patent positions of pharmaceutical, biopharmaceutical and
biotechnology firms, including the Partnership and Alkermes, are generally
uncertain and involve complex legal and factual questions. In addition, there
can be no assurance that the Company's or its licensors' current patent
applications will be allowed or that the claims of any patents issued to
Alkermes or its licensors (in connection with either the Company's product
candidates or the Partnership's product candidate, or both) will be sufficiently
broad to protect the Company's or the Partnership's technology or to provide
Alkermes or the Partnership with any competitive advantages. Moreover, no
assurance can be given that patents issued to Alkermes (in connection with
either the Company's product candidates or the Partnership's product candidate,
or both), or its respective licensors, if any, will not be contested, narrowed,
invalidated or circumvented. In addition, if Alkermes or the Partnership brings
a patent infringement action or otherwise brings an action to protect its own
proprietary rights against third parties or is required to defend against a
charge of patent infringement, substantial costs could be incurred.

         In the future, the Partnership and the Company may be required to
obtain additional licenses to patents or other proprietary rights of third
parties. There can be no assurance that any such licenses will be available on
acceptable terms, if at all, and failure to obtain such licenses could result in
delays in marketing the Partnership's products or the inability to proceed with
the development, manufacture or sale of product candidates requiring such
licenses.
         The Company also relies upon unpatented trade secrets and improvements,
unpatented know-how and continuing technological innovation to develop and
maintain its competitive position which it seeks to protect, in part, by
confidentiality agreements with its corporate partners, collaborators, employees
and consultants. There can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or that
the Company's trade secrets will not otherwise become known or be independently
discovered by competitors.

         The Company's practice is to require its employees, consultants and
advisors to execute a confidentiality agreement upon the commencement of an
employment or consulting relationship with the Company. The agreements provide
that all confidential information developed or made known to an individual
during the course of the employment or consulting relationship shall be kept
confidential and not disclosed to third parties except in specified
circumstances. In the case of employees, the agreements provide that all
inventions conceived by the individual while employed by the Company shall be
the exclusive property of the Company. There can be no


                                       11

<PAGE>


assurance, however, that these agreements will provide meaningful protection for
the Company's or the Partnership's trade secrets in the event of unauthorized
use or disclosure of such information.

COMPETITION

         The biotechnology and pharmaceutical industries are subject to rapid
and substantial technological change. The Partnership and Alkermes face, and
will continue to face, intense competition in the development, manufacturing,
marketing and commercialization of RMP product candidates from academic
institutions, government agencies, research institutions, biotechnology and
pharmaceutical companies, including its collaborators, and drug delivery
companies. The General Partner believes that there are currently no products
approved by the FDA for increasing the permeability of the blood-brain barrier.
There are, however, many novel experimental therapies for the treatment of brain
tumors and central nervous system infections being tested in the United States
and Europe. There can be no assurance that developments by others will not
render RMP product candidates or technologies obsolete or noncompetitive or that
the Company's collaborators will not choose to use competing drug delivery
methods. At the present time, Alkermes has no sales force, commercial
manufacturing capability for Cereport or marketing experience. In addition, many
of the competitors and potential competitors of the Partnership and Alkermes
have substantially greater capital resources, manufacturing and marketing
experience, research and development resources and production facilities than
does Alkermes. Many of these competitors also have significantly greater
experience than Alkermes in undertaking preclinical testing and clinical trials
of new pharmaceutical products and obtaining FDA and other regulatory approvals.
There can be no assurance that the Company will be able to compete successfully
with such companies. The existence of products developed by the Company's
competitors, or other products or treatments of which the Company is not aware,
or products or treatments that may be developed in the future, may adversely
affect the marketability of products developed by the Company.

MANUFACTURING AND MARKETING

         Cereport is a small peptide manufactured using standard synthetic
techniques. Alkermes relies on an independent European pharmaceutical company
for the manufacture and supply of Cereport. Scale up of Cereport manufacturing
process to support international clinical trials and commercial launch has been
completed. The Partnership and Alkermes believe that, if necessary, there are
other companies which could manufacture and supply the requirements for
Cereport. Nevertheless, there can be no assurance that any manufacturer of
Cereport will continue to meet demands for quality, quantity, cost and
timeliness of delivery.

         As of September 30, 1997, Alkermes and ALZA entered into an agreement
relating to the development and commercialization of Cereport under which ALZA
has the option to acquire exclusive worldwide commercialization rights to
Cereport, subject to the rights and obligations of the Partnership. If Cereport
is commercialized successfully by ALZA, ALZA will pay Alkermes certain milestone
payments. Alkermes would be responsible for the manufacturing of Cereport, and
the two companies would share approximately equally in profits from sales of the
product. See "Collaboration with ALZA Corporation."


                                       12

<PAGE>


         Alkermes currently has no experience in marketing or selling
pharmaceutical products. In order to achieve commercial success for any product
candidate approved by the FDA, Alkermes must either develop a marketing and
sales force or enter into arrangements with third parties to market and sell its
products. There can be no assurance that Alkermes will successfully develop such
experience or that it will be able to enter into marketing and sales agreements
with others on acceptable terms, if at all. If the Company develops its own
marketing and sales capability, it will compete with other companies that
currently have experienced and well-funded marketing and sales operations. To
the extent that the Company enters into co-promotion or other sales and
marketing arrangements with other companies, any revenues received by Alkermes
(and consequent payments to the Partnership or the Limited Partners, as
applicable) will be dependent on the efforts of others, and there can be no
assurance that such efforts will be successful.

GOVERNMENT REGULATION

         The manufacture and marketing of pharmaceutical products in the United
States require the approval of the FDA under the Federal Food, Drug and Cosmetic
Act. Similar approvals by comparable agencies are required in most foreign
countries. The FDA has established mandatory procedures and safety standards
which apply to the preclinical testing and clinical trials, manufacture and
marketing of pharmaceutical products. Pharmaceutical manufacturing facilities
are also regulated by state, local and other authorities.

         As an initial step in the FDA regulatory approval process, preclinical
studies are typically conducted in animal models to assess the drug's efficacy
and to identify potential safety problems. The results of these studies must be
submitted to the FDA as part of an Investigational New Drug application ("IND"),
which must be reviewed by the FDA before proposed clinical testing can begin.
Typically, clinical testing involves a three-phase process. Phase I trials are
conducted with a small number of subjects and are designed to provide
information about both product safety and the expected dose of the drug. Phase
II trials are designed to provide additional information on dosing and
preliminary evidence of product efficacy. Phase III trials are large scale
studies designed to provide statistical evidence of efficacy and safety in
humans. The results of the preclinical testing and clinical trials of a
pharmaceutical product are then submitted to the FDA in the form of a New Drug
Application ("NDA"), or for a biological product in the form of a Product
License Application ("PLA"), for approval to commence commercial sales.
Preparing such applications involves considerable data collection, verification,
analysis and expense. In responding to an NDA or PLA, the FDA may grant
marketing approval, request additional information or deny the application if it
determines that the application does not satisfy its regulatory approval
criteria.

         Prior to marketing, any product developed by Alkermes for the
Partnership must undergo an extensive regulatory approval process, which
includes preclinical testing and clinical trials of such product candidate to
demonstrate safety and efficacy. This regulatory process can require many years
and the expenditure of substantial resources. Data obtained from preclinical
testing and clinical trials are subject to varying interpretations, which can
delay, limit or prevent FDA approval. In addition, changes in FDA approval
policies or requirements may occur or new regulations may be promulgated which
may result in delay or failure to receive FDA approval. Similar delays or
failures may be encountered in foreign countries. Delays and costs in obtaining


                                       13

<PAGE>


regulatory approvals would have a material adverse effect on the Company's
business, financial condition and results of operations.

         Among the conditions for NDA or PLA approval is the requirement that
the prospective manufacturer's quality control and manufacturing procedures
conform on an ongoing basis with Good Manufacturing Process ("GMP"). Before
approval of an NDA or PLA, the FDA will perform a prelicensing inspection of the
facility to determine its compliance with GMP and other rules and regulations.
In complying with GMP, manufacturers must continue to expend time, money and
effort in the area of production and quality control to ensure full technical
compliance. After the establishment is licensed, it is subject to periodic
inspections by the FDA.

         The requirements which the Company must satisfy to obtain regulatory
approval by governmental agencies in other countries prior to commercialization
of its or the Partnership's products in such countries can be as rigorous and
costly as those described above.

         The Company is also subject to various laws and regulations relating to
safe working conditions, laboratory and manufacturing practices, the
experimental use of animals and the use and disposal of hazardous or potentially
hazardous substances, including radioactive compounds and infectious disease
agents, used in connection with the Company's research. Compliance with laws and
regulations relating to the protection of the environment has not had a material
effect on capital expenditures, earnings or the competitive position of the
Company. However, the extent of government regulation which might result from
any legislative or administrative action cannot be accurately predicted.

EMPLOYEES

         The Partnership and the General Partner do not have any employees. As
of March 18, 2002, Alkermes had approximately 509 employees. A significant
number of the Company's management and professional employees have had prior
experience with pharmaceutical, biotechnology or medical product companies.
Alkermes believes that it has been highly successful in attracting skilled and
experienced scientific personnel; however, competition for such personnel is
intense. None of the Company's employees are covered by a collective bargaining
agreement. The Company considers its relations with employees to be good.

ITEM 2.    PROPERTIES

         The Partnership and the General Partner do not own or lease any
property. Alkermes leases and occupies approximately 72,000 square feet at its
corporate headquarters in Cambridge, Massachusetts, a portion of which is used
by Alkermes in the performance of its obligations to the Partnership.
Additionally, during 2000 Alkermes entered into a new lease for a new facility
to be constructed adjacent to its current headquarters for approximately 145,000
square feet of laboratory, clinical manufacturing and office space. Both leases
contain provisions permitting Alkermes to extend the term of such leases for up
to two ten-year periods. Alkermes believes that these facilities are adequate
for its preclinical and clinical operations. Alkermes does not manufacture and
does not expect to manufacture Cereport for clinical trials. Alkermes has
engaged a third party to manufacture preclinical, clinical and commercial
supplies of Cereport.

                                       14


<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no trading market for the Limited Partnership Interests,
public or otherwise. Any transfer of a limited partnership interest is severely
restricted by certain conditions outlined in the Partnership Agreement, and
requires the consent of the General Partner which can be withheld in its sole
discretion.

         As of March 18, 2002, there was one holder of a General Partnership
Interest, one holder of a Class B Partnership Interest and 1,105 holders of
Class A Partnership Interests.

         There have been no cash distributions to the partners to date.
Distributions in the future, if any, will be made by the General Partner to the
partners as soon as practicable after the end of any fiscal quarter, in
proportion to the partners' respective capital accounts as of the end of such
quarter. Distributable cash, which must be distributed to the partners, is
generally defined as the excess of cash revenues over certain expenditures and
other amounts determined by the General Partner to be necessary for the proper
operation of the Partnership's business. The capital account of each partner
will be increased by such partner's cash contributions (net of selling
commissions, investment banking fees, warrant valuation fees and financial
advisory fees allocated to the Partner) to the Partnership decreased by the
amount of any cash distribution and the fair market value of other property from
the Partnership to such partner, and increased or decreased by such partner's
allocation of the net gain or loss of the Partnership for Federal income tax
purposes ("Profits" and "Losses," respectively). Partnership profits and losses
are allocated 99% to the Limited Partners (pro rata to their capital accounts)
and 1% to the General Partner.


                                       15

<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                ----------------------------------------------------------------
                                  1997          1998          1999          2000          2001
                                --------      --------      --------      --------      --------
<S>                             <C>           <C>           <C>           <C>           <C>
STATEMENTS OF OPERATIONS
DATA (1):

Total Revenues                  $    232      $     --      $     --      $     --      $     --
Total Expenses                     4,764        29,348        44,112        37,870        23,953
Net Loss                          (4,532)      (29,348)      (44,112)      (37,870)      (23,953)

Net Loss Per Class A
and B Unit                      $    (--)     $    (--)     $    (--)     $    (--)     $    (--)
                                ========      ========      ========      ========      ========

Average Class A and B Units
Outstanding                          921           921           921           921           921
                                ========      ========      ========      ========      ========

                                    1997          1998          1999          2000          2001
                                --------      --------      --------      --------      --------

BALANCE SHEETS DATA:
Total Assets                    $     --      $     --      $     --      $     --      $     --
Long-term Obligations                 --            --            --            --            --
</TABLE>


(1) The Partnership did not make any cash distributions to its partners during
any of the periods presented.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

INTRODUCTION

         The Partnership was formed on February 7, 1992, and is managed by its
general partner, Alkermes Development Corporation II (the "General Partner"), a
wholly owned subsidiary of Alkermes. The Partnership was organized to fund the
further development and clinical testing of a family of molecules, designated by
Alkermes as RMPs, for human pharmaceutical use in the United States and Canada.

IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

         Any statements set forth below or otherwise made in writing or orally
by the Partnership or the General Partner with regard to its expectations as to
financial results and other aspects of its business may constitute
forward-looking statements within the meaning of the Private


                                       16

<PAGE>

Securities Litigation Reform Act of 1995. These statements can be identified by
forward-looking words such as "may," "will," "expects," "anticipates,"
"believes," "estimates," "continues" or similar words. Although the General
Partner believes that its expectations are based on reasonable assumptions
within the bounds of its knowledge of its business and operations, there can be
no assurance that actual results of the Partnership's or the Company's
development activities and its results of operations will not differ materially
from its expectations. Factors which could cause actual results to differ from
expectations include, among others:

     (i) clinical trials for Cereport may not proceed as planned, the trials may
require more time to enroll patients than anticipated, and even if they are
completed Cereport could prove to be ineffective or unsafe;

     (ii) the Company could reduce or discontinue funding of Cereport;

     (iii) the Partnership and the Company could not be permitted by regulatory
authorities to undertake additional clinical trials for Cereport(TM) or clinical
trials could be delayed or regulatory authorities could require additional
clinical trials before approving Cereport;

     (iv) the Company could incur difficulties or set-backs in obtaining the
substantial additional funding required to continue research and development
programs and clinical trials;

     (v) even if Cereport appears promising at an early stage of development, it
could fail to receive necessary regulatory approvals, be difficult to
manufacture on a large scale, be uneconomical, fail to achieve market
acceptance, be precluded from commercialization by proprietary rights of third
parties or experience substantial competition in the marketplace; and

     (vi) technological change in the biotechnology or pharmaceutical industries
and the approval of other drugs or therapies to treat brain tumors could render
Cereport obsolete or noncompetitive.

RESULTS OF OPERATIONS

     Years ended December 31, 2001 and 2000

        Revenue

     The Partnership had no revenue for the years ended December 31, 2001 and
2000. The Partnership anticipates that it will have no revenues in the
foreseeable future.

        Expenses

     Research and development expenses for the years ended December 31, 2001 and
2000 were both zero. The research and development expenses were zero because of
the completion of the development funding to Alkermes pursuant to the product
development agreement between Alkermes and the Partnership (the "Product
Development Agreement").

                                       17

<PAGE>



         General and administrative expenses for the year ended December 31,
2001 were $23,953 as compared to $37,870 for the year ended December 31, 2000.
The decrease was mainly a result of decreased professional service fees.
Alkermes is obligated through the General Partner to perform general and
administrative services for the Partnership at its expense, unless Alkermes
exercises its Purchase Option and thereby acquires all limited partnership
interests in the Partnership (see Liquidity and Capital Resources).

         Years ended December 31, 2000 and 1999

                  Revenue

         The Partnership had no revenue for the years ended December 31, 2000
and 1999. The Partnership anticipates that it will have no revenues in the
foreseeable future.

                  Expenses

         Research and development expenses for the years ended December 31, 2000
and 1999 were both zero. The research and development expenses were zero because
of the completion of the development funding to Alkermes pursuant to the Product
Development Agreement.

         General and administrative expenses for the year ended December 31,
2000 were $37,870 as compared to $44,112 for the year ended December 31, 1999.
The decrease was mainly a result of decreased professional service fees.
Alkermes is obligated through the General Partner to perform general and
administrative services for the Partnership at its expense, unless Alkermes
exercises its Purchase Option and thereby acquires all limited partnership
interests in the Partnership (see Liquidity and Capital Resources).

QUARTERLY FINANCIAL INFORMATION

         The following table sets forth certain unaudited quarterly data of the
Partnership for each of the quarters during calendar years 2001 and 2000. This
information has been prepared on the same basis as the annual financial
statements and all necessary adjustments, consisting only of normal recurring
adjustments, have been included in the amounts stated below to present fairly
the selected quarterly information when read in conjunction with the annual
financial statements and the notes thereto included elsewhere in this document.
The quarterly operating results of the Partnership's operations are not
necessarily indicative of the results of the Partnership's operations for any
other interim period or for a full year.


                                       18


<PAGE>


<TABLE>
<CAPTION>
                                                                     QUARTERS ENDED
                                               ------------------------------------------------------------
                                               MARCH 31,         JUNE 30,      SEPTEMBER 30,    DECEMBER 31,
                                                 2001             2001             2001             2001
                                               -----------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>
Revenue:                                       $     --         $     --         $     --         $     --
                                               --------         --------         --------         --------
Expenses:
 General and administrative                       2,043            1,916            4,887           15,107
                                               --------         --------         --------         --------
                                                  2,043            1,916            4,887           15,107
                                               --------         --------         --------         --------

Net Loss                                       $ (2,043)        $ (1,916)        $ (4,887)        $(15,107)
                                               ========         ========         ========         ========

Net Loss Per Class A and B Unit                $     --         $     --         $     --         $     --
                                               ========         ========         ========         ========

Average Class A and B Units Outstanding             921              921              921              921
                                               ========         ========         ========         ========
</TABLE>


<TABLE>
<CAPTION>
                                                                    QUARTERS ENDED
                                               ------------------------------------------------------------
                                               MARCH 31,        JUNE 30,       SEPTEMBER 30,   DECEMBER 31,
                                                 2000             2000             2000            2000
                                               -----------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>
Revenue:                                       $     --         $     --         $     --         $     --
                                               --------         --------         --------         --------
Expenses:
   General and administrative                     7,754            3,053            6,615           20,448
                                               --------         --------         --------         --------
                                                  7,754            3,053            6,615           20,448
                                               --------         --------         --------         --------

Net Loss                                       $ (7,754)        $ (3,053)        $ (6,615)        $(20,448)
                                               ========         ========         ========         ========

Net Loss Per Class A and B Unit                $     --         $     --         $     --         $     --
                                               ========         ========         ========         ========

Average Class A and B Units Outstanding             921              921              921              921
                                               ========         ========         ========         ========
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2001, the Partnership had no remaining assets or
liabilities.

         The Partnership's primary source of funding and capital resources had
been the annual capital contributions by the Limited Partners and the General
Partner. The Limited Partners' capital contributions were remitted to the
Partnership in four annual installments, the fourth and final payment of which
was due on April 15, 1995. There have been and will be no additional capital
contributions received by the Partnership from the Limited Partners after the
quarter ended June 30, 1996.

         The Partnership was funding research and development expenses for
Cereport from capital contributions received from Partners. Such development was
and continues to be conducted for the Partnership by Alkermes pursuant to the
Product Development Agreement.


                                       19

<PAGE>


The research and development funding to Alkermes ended during the quarter ended
June 30, 1996 when such capital contributions were substantially depleted. None
of the Partners is obligated to make any further capital contributions. Because
the funding was not sufficient for Alkermes to complete clinical trials and seek
regulatory approval of Cereport, Alkermes has used its own resources, and
intends to continue to obtain such resources through equity offerings, bank
borrowings and its collaborative arrangements. Effective September 30, 1997,
Alkermes entered into an agreement with ALZA Corporation related to the
development and commercialization of Cereport. Alkermes is required to fund the
development of Cereport to maintain its Purchase Option with the Limited
Partners.

         The Partnership used its remaining cash and cash equivalents during the
quarter ended September 30, 1997 to pay for administrative services for the
Partnership. Alkermes is obligated, through the General Partner, to perform
administrative services for the Partnership, such as preparing financial
statements, tax returns and reports to the Limited Partners. Alkermes intends to
continue to cause the General Partner to perform such services at its expense
since the Partnership's current assets are depleted to maintain its Purchase
Option with the Limited Partners, unless it exercises its Purchase Option and
thereby acquires all limited partnership interests in the Partnership. The
activities performed by Alkermes and the General Partner constitute all of the
activities undertaken by or on behalf of the Partnership.

         After December 31, 2001, the Partnership is expected to have no future
liquidity or capital resource requirements other than those funded by Alkermes.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


                                       20

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:



                        ALKERMES CLINICAL PARTNERS, L.P.
                             (A LIMITED PARTNERSHIP)



          Financial Statements as of December 31, 2001 and 2000 and for
                      Each of the Three Years in the Period
            Ended December 31, 2001 and Independent Auditors' Report



                                       21

<PAGE>


INDEPENDENT AUDITORS' REPORT



To the Partners of
  Alkermes Clinical Partners, L.P.
Cambridge, Massachusetts

We have audited the accompanying balance sheets of Alkermes Clinical Partners,
L.P. (a Limited Partnership) as of December 31, 2001 and 2000, and the related
statements of operations, changes in partners' capital, and cash flows for each
of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 2001 and
2000, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 6 to the financial statements, the Partnership completed
its development funding to Alkermes, Inc. (an affiliate) and none of the
partners are obligated to make any further capital contributions to the
Partnership. Alkermes, Inc., through the General Partner, is obligated to
continue to provide administrative services at its expense after the
Partnership's assets are depleted to maintain its purchase option with the
limited partners and has indicated that it intends to cause the General Partner
to perform such administrative services at its expense, unless it exercises its
purchase option and acquires all the interests.



/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 15, 2002


                                       22

<PAGE>


ALKERMES CLINICAL PARTNERS, L.P.
(A Limited Partnership)

BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------


                                                2001          2000

ASSETS


TOTAL ASSETS                                   $   --        $   --
                                               ======        ======


LIABILITIES AND PARTNERS' CAPITAL

TOTAL LIABILITIES AND PARTNERS' CAPITAL        $   --        $   --
                                               ======        ======


See notes to financial statements.


                                       23


<PAGE>


ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 2001             2000             1999

<S>                                            <C>              <C>              <C>
REVENUE:                                       $     --         $     --         $     --
                                               --------         --------         --------

EXPENSES:
     General and administrative                  23,953           37,870           44,112
                                               --------         --------         --------
                                                 23,953           37,870           44,112
                                               --------         --------         --------

NET LOSS                                       $(23,953)        $(37,870)        $(44,112)
                                               ========         ========         ========

NET LOSS PER CLASS A AND B UNIT                $     --         $     --         $     --
                                               ========         ========         ========

AVERAGE CLASS A AND B UNITS OUTSTANDING             921              921              921
                                               ========         ========         ========
</TABLE>



See notes to financial statements.




                                       24

<PAGE>


ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CHANGES  IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                     GENERAL
                                                     PARTNER           TOTAL

<S>                                                 <C>              <C>
BALANCE, JANUARY 1, 1999                            $     --         $     --

     General Partner's capital contributions          44,112           44,112

     Net loss for year                               (44,112)         (44,112)
                                                    --------         --------

BALANCE, DECEMBER 31, 1999                                --               --

     General Partner's capital contributions          37,870           37,870

     Net loss for year                               (37,870)         (37,870)
                                                    --------         --------

BALANCE, DECEMBER 31, 2000                                --               --

     General Partner's capital contributions          23,953           23,953

     Net loss for year                               (23,953)         (23,953)
                                                    --------         --------

BALANCE, DECEMBER 31, 2001                          $     --         $     --
                                                    ========         ========
</TABLE>


See notes to financial statements.



                                       25


<PAGE>


ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            2001             2000            1999

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>              <C>              <C>
    Net loss                                              $(23,953)        $(37,870)        $(44,112)
                                                          --------         --------         --------

         Net cash used by operating activities             (23,953)         (37,870)         (44,112)
                                                          --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    General Partner's capital contributions                 23,953           37,870           44,112
                                                          --------         --------         --------

         Net cash provided by financing activities          23,953           37,870           44,112
                                                          --------         --------         --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       --               --               --

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                    --               --               --
                                                          --------         --------         --------

CASH AND CASH EQUIVALENTS, END OF YEAR                    $     --         $     --         $     --
                                                          ========         ========         ========
</TABLE>


See notes to financial statements.


                                       26

<PAGE>


ALKERMES CLINICAL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------


1.  ORGANIZATION AND BUSINESS OPERATIONS

Alkermes Clinical Partners, L.P. (the "Partnership") was formed on February 7,
1992 and is managed by its general partner, Alkermes Development Corporation II
(the "General Partner"), a wholly owned subsidiary of Alkermes, Inc.
("Alkermes"). The Partnership was organized to fund the further development and
clinical testing of a family of molecules, designated by Alkermes as
Receptor-Mediated Permeabilizers ("RMPs"), for human pharmaceutical use in the
United States and Canada.

On April 10, 1992, the Partnership and Alkermes sold in a private placement (i)
920 Class A units, each unit (a "Class A Unit") consisting of one Class A
limited partnership interest in the Partnership and warrants to purchase shares
of Alkermes common stock, and (ii) one Class B unit (the "Class B Unit")
consisting of one Class B limited partnership interest (the "Class B Interest")
in the Partnership and warrants to purchase shares of Alkermes common stock. The
purchase price was $50,000 for each Class A Unit, $10,718 of which was paid at
the time of subscription, and the balance of which was evidenced by an investor
note (each, an "Investor Note" and collectively, the "Investor Notes"), $12,372
of which was paid during 1993, $14,166 of which was paid during 1994 and the
remainder of which was paid in April 1995. The purchase price for the Class B
Unit was $100,000, $21,000 of which was paid at the time of subscription, and
the balance of which was evidenced by a promissory note, $24,744 of which was
paid during 1993, $28,332 of which was paid during 1994 and the remainder of
which was paid in April 1995. All warrants issued in the private placement have
expired, unless exercised earlier.

The net proceeds from the sale of the units were used primarily to fund the
further development and clinical testing of RMPs, which testing is being
conducted for the Partnership by Alkermes pursuant to a product development
agreement by and between Alkermes and the Partnership (the "Product Development
Agreement") (see Note 3).

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The Partnership prepares its financial statements on the
accrual basis of accounting.

USE OF ESTIMATES - The preparation of the Partnership's financial statements in
conformity with accounting principles generally accepted in the United States of
America necessarily requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements


                                       27

<PAGE>


and the reported amount of revenues and expenses during each of the reporting
periods. Actual results could differ from those estimates.

NET LOSS PER CLASS A AND B LIMITED PARTNERSHIP INTEREST - Net loss per Class A
and B limited partnership interest is calculated with the net loss attributable
only to the limited partners of the partnership (each, a "Limited Partner" and
collectively, the "Limited Partners") and excludes the loss attributable to the
General Partner. There were no losses attributable to the Limited Partners for
the years ended December 31, 2001, 2000 and 1999.

INCOME TAXES - Federal and state income taxes are the responsibility of the
General Partner and each of the Limited Partners of the Partnership.
Accordingly, no provision for income taxes has been recorded.

COMPREHENSIVE INCOME - There are no elements of other comprehensive income in
the financial statements.

3.  PRODUCT DEVELOPMENT AGREEMENT

In March 1992, the Partnership entered into the Product Development Agreement
with Alkermes, pursuant to which Alkermes licensed to the Partnership certain
technologies of Alkermes relating to RMPs. The Partnership paid Alkermes a
nonrefundable fee of $1,750,000 under the Product Development Agreement for
prior research and costs incurred by Alkermes relating to RMPs and recorded such
fee as research and development expense in the period ended December 31, 1992.

The Partnership granted to Alkermes an exclusive interim license to manufacture
and market RMPs for human pharmaceutical use in the United States and Canada
(the "Interim License"). Pursuant to this Interim License, upon the first
marketing approval of an RMP product by the United States Food and Drug
Administration, the Partnership is to receive a payment from Alkermes equal to
20% of the aggregate capital contributions of all partners (the "Milestone
Payment"). Additionally, the Partnership is to receive royalty payments from
Alkermes equal to 12% of United States and Canadian revenues and 10% of European
revenues, in certain circumstances, from any sales of RMPs by Alkermes. The
Interim License will terminate if Alkermes does not exercise its purchase option
to acquire all of the Limited Partners' interests in the Partnership, as
discussed below.

Alkermes, Inc. has been issued five patents, U.S. Patent No. 5,112,596 in May
1992, U.S. Patent No. 5,268,164 in December 1993, U.S. Patent No. 5,506,206 in
April 1996, U.S. Patent No. 5,585,355 in December 1996 and U.S. Patent No.
5,686,416 in November 1997, the rights to which have been licensed to the
Partnership pursuant to the Product Development Agreement.



                                       28
<PAGE>


4.  PARTNERSHIP PURCHASE OPTION

In consideration for the warrants to purchase Alkermes common stock, each
Limited Partner has granted to Alkermes an option to purchase (the "Purchase
Option"), under certain circumstances, the limited partnership interest in the
Partnership held by such Limited Partner. Upon the exercise of the Purchase
Option, each owner of a Class A limited partnership interest (a "Class A Limited
Partner") will be entitled to receive an initial payment of, at the option of
Alkermes, $40,000 in cash or approximately $42,100 in Alkermes' common stock, as
well as certain additional payments (which are subject to certain limitations)
based on Alkermes' net revenues from sales of RMPs in the United States, Canada
and Europe (the "royalty stream") as follows:

-    12% of net revenues to Alkermes on sales of RMPs in the United States and
     Canada and 10% of net revenues to Alkermes on sales of RMPs in Europe,
     until each Class A Limited Partner has received an aggregate of $400,000
     per interest from the initial payment and the royalty stream; and
     thereafter,

-    9% of net revenues to Alkermes on sales of RMPs in the United States,
     Canada and Europe, until each Class A Limited Partner has received an
     aggregate of $500,000 per interest from the initial payment and the royalty
     stream; and thereafter,

-    4% of net revenues to Alkermes on sales of RMPs in the United States,
     Canada and Europe.

If Alkermes exercises the Purchase Option, the holder of the Class B Interest
(the "Class B Limited Partner") will receive, in addition to an advance payment
of $80,000, payable in cash or stock in the same manner as described above for
the Class A Limited Partners, quarterly payments equal to (i) prior to the date
on which the Class B Threshold (as described below) occurs, the Class B Limited
Partner's pro rata portion (based upon the ratio that the Class B Limited
Partner's capital contribution bears to the aggregate capital contributions of
all Limited Partners) of the royalties described in the previous paragraph, and
(ii) beginning on the date on which the Class B Threshold occurs, the Class A
Limited Partners will receive only 95% of the above royalties. The Class B
Threshold will occur on the first day of the calendar quarter that follows the
calendar quarter in which each Class A Limited Partner will have received
distributions in an aggregate amount equal to its capital contribution.

Royalties on sales of RMPs in Europe will be payable only in certain
circumstances. The royalties described above will terminate on the last day of
the calendar quarter eleven years after Alkermes exercises the Purchase Option.

Alkermes may exercise the Purchase Option to purchase all of the limited
partnership interests in the Partnership upon the earlier of: (i) the date that
is the later of the last day of the first month in which the Partnership shall
have received payments under the Interim License (excluding the Milestone
Payment) equal to 15% of the Limited Partners' capital contributions and the
expiration of 24 months after the first commercial sale of an RMP product under
the Interim License and (ii) the expiration of 48 months after the first
commercial sale of an RMP product under the Interim License. None of the
above-mentioned events have occurred; accordingly, the Purchase Option still
remains outstanding.


                                       29


<PAGE>


5.  PARTNERS' CAPITAL

The Partnership allocates its profits or losses for each fiscal year 1% to the
General Partner and 99% to the Limited Partners. The Partnership then allocates
the profits and losses allocated to the Limited Partners pro rata in accordance
with the Limited Partners' capital contributions, as adjusted for certain
allocations and returns to each Limited Partner. The capital contributions made
by each Class A Limited Partner and the Class B Limited Partner are discussed in
Note 1. Losses in excess of the Limited Partners' capital contributions are
allocated to the General Partner. If and when the Class B Threshold occurs (see
Note 4), the Partnership will allocate to the Class B Limited Partner 5% of
profits and losses allocated to the Limited Partners and will allocate to the
Class A Limited Partners 95% of profits and losses allocated to the Limited
Partners. Such allocation to the Class A Limited Partners will be made pro rata
based on such Limited Partners' capital contributions, as adjusted for certain
allocations and returns to such Limited Partners.

6.  COMPLETION OF SCHEDULED FUNDING

For the years ended December 31, 2001, 2000 and 1999, the Partnership incurred
no research and development expenses related to the RMP program, notwithstanding
the continuing development of such product candidate. The Partnership was
providing funding to Alkermes for research and development expenses for Cereport
from capital contributions received from Partners. Funding to Alkermes ended
during the quarter ended June 30, 1996 when such capital contributions were
substantially depleted. None of the Partners of the Partnership is obligated to
make any further capital contributions. Since the funding was not sufficient for
Alkermes to complete clinical trials and seek regulatory approval of Cereport,
Alkermes has used its own resources, and intends to continue to use its own
resources, to develop Cereport. Alkermes has obtained and intends to continue to
obtain such resources through equity offerings, bank borrowings and its
collaborative arrangements. Alkermes is required to fund the development of
Cereport to maintain its purchase option with the Limited Partners.

Alkermes is also obligated, through the General Partner, to perform
administrative services for the Partnership, such as preparing financial
statements, tax returns and reports to Partners. During 2001, 2000 and 1999,
Alkermes provided such services to the Partnership and has confirmed its
intention to provide such services through at least March 31, 2003. Alkermes
intends to continue to cause the General Partner to perform such services at its
expense since the Partnership's current assets are depleted, unless it exercises
its Purchase Option and thereby acquires all the interests in the Partnership.
The services performed by Alkermes and the General Partner constitute all of the
activities undertaken by or on behalf of the Partnership.

After December 31, 2001, the Partnership is expected to have no future liquidity
or capital resource requirements other than those funded by Alkermes.



                                       30

<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a) DIRECTORS OF THE GENERAL PARTNER.

         Richard F. Pops, age 40 has been a director of the General Partner
since its inception in 1992. Mr. Pops has also been Chief Executive Officer and
a director of Alkermes since February 1991. From February 1991 to June 1994, Mr.
Pops was also President of Alkermes. Mr. Pops also serves on the Board of
Directors of Neurocrine Biosciences, Inc., the Biotechnology Industry
Organization (BIO), the Massachusetts Biotechnology Council (MBC) and Harvard
Medical School Board of Fellows.

         James M. Frates, age 34, has been a director of the General Partner
since June 1998. Mr. Frates has also been the Chief Financial Officer, Vice
President, Treasurer and Assistant Secretary of Alkermes since June 1998. From
June 1996 to July 1998, he was a Vice President and Senior Associate of
Robertson Stephens & Company. In June 1996, he obtained his M.B.A. from Harvard
Business School. From July 1992 through September 1994, he was a Senior
Associate of Robertson Stephens.

         Robin Stanley, age 41, has been a director of the General Partner since
March 2000. Ms. Stanley has been a Vice President of PaineWebber Development
Corporation since 1989. Ms. Stanley is also a director of Repligen Development
Corporation, the general partner of Repligen Clinical Partners, L.P.

         (b) EXECUTIVE OFFICERS OF THE GENERAL PARTNER.


         Mr. Pops has been the President of the General Partner since its
inception and the Chief Executive Officer of the General Partner since 1993.

         Mr. Frates has been the Chief Financial Officer, Vice President,
Treasurer and Assistant Secretary of the General Partner since June 1998.

ITEM 11.  EXECUTIVE COMPENSATION

         The General Partner receives no compensation for performing its duties
under the Partnership Agreement. It will receive only its pro rata share of
Partnership distributions and distributions upon liquidation of the Partnership
and reimbursement for its expenditures for the payment of properly incurred
obligations of the Partnership. Furthermore, the officers and directors of the
General Partner receive no compensation other than reimbursement for appropriate
expenses incurred while conducting the business of the General Partner.


                                       31

<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information regarding security ownership of all directors who own any
class of the Partnership's securities and all persons known to the Partnership
to be the beneficial owners of more than 5% of any class of the Partnership's
securities as of March 18, 2002 is as follows:

<TABLE>
<CAPTION>

                               Name and Address of                                                    Percent of
Title of Class                 Beneficial Owner                      Beneficial Ownership                Class
--------------                 ----------------                      --------------------            ------------
<S>                            <C>                                   <C>                             <C>
General Partner Interest       Alkermes Development                  One General Partner Interest         100.0%
                               Corporation II
                               64 Sidney Street
                               Cambridge, MA  02139

Class A Limited                PaineWebber R&D Partners              133 Class A Limited                   14.5%
Partnership Interests          III, L.P.                             Partnership Interests
                               1285 Avenue of the
                               Americas
                               New York, NY  10019

                               Alkermes, Inc.                        74 Class A Limited                     8.0%
                               64 Sidney Street                      Partnership Interests
                               Cambridge, MA  02139

                               Robin Stanley                         1/2 Class A Limited            Less than 1%
                               c/o PaineWebber Inc.                  Partnership Interest
                               703 Trancas Street
                               Napa, CA  94588

Class B Limited                PaineWebber Development               One Class B Limited                  100.0%
Partnership Interest           Corporation                           Partnership Interest
                               1285 Avenue of the Americas
                               New York, NY  10019
</TABLE>


         Exclusive management and control of the Partnership's business is
vested in the General Partner. As of March 18, 2002 none of the directors or
officers of the General Partner have any security ownership in the Partnership
other than as described above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Mr. Pops and Mr. Frates are officers of Alkermes and Mr. Pops is also a
director of Alkermes. In March 1992, the Partnership entered into certain
agreements with Alkermes, which are described above in Item 1. In the year ended
December 31, 2001, Alkermes made capital contributions to the Partnership,
through the General Partner, of $23,953 to cover all of the Partnership's
general and administrative expenses.


                                       32

<PAGE>


     The purchase price for Class A Units was paid in four annual installments.
The final payment was due on April 15, 1995. The holders of 74 Class A Units
failed to pay all of such payments and the Partnership foreclosed on such units.
In February and April 1996, Alkermes subsequently purchased these Class A Units
for approximately $2,052,000, the amount of the uncollected payments. Such
amount was recorded as equity inflows in 1996.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (b) Since the beginning of the quarter ended December 31, 2001 the
Registrant has not filed any reports on Form 8-K.

     (c)  Documents filed as part of the Report:

          (1)  Financial Statements of the Registrant and Independent Auditors'
               Report thereon:

               Independent Auditors' Report.

               Balance Sheets, December 31, 2001 and 2000.

               Statements of Operations for the Years Ended December 31, 2001,
               2000, and 1999.

               Statements of Changes in Partners' Capital for the Years Ended
               December 31, 2001, 2000 and 1999.

               Statements of Cash Flows for the Years Ended December 31, 2001,
               2000 and 1999.

               Notes to Financial Statements.

          (2)  Financial Statement Schedules:

               Schedules have been omitted because of the absence of conditions
               under which they are required or because the required information
               is included in the financial statements or the notes thereto.

          (3)  Exhibits

Exhibit
Number
-------
3.1       Alkermes Clinical Partners, L.P. Agreement of Limited Partnership,
          dated as of February 7, 1992.*

3.1(a)    Amendment No. 1 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of September 29, 1992.*

3.1(b)    Amendment No. 2 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of March 30, 1993.*


                                       33

<PAGE>


4.1       Alkermes Clinical Partners, L.P. Agreement of Limited Partnership,
          dated as of February 7, 1992.*

4.1(a)    Amendment No. 1 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of September 29, 1992.*

4.1(b)    Amendment No. 2 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of March 30, 1993.*

10.1      Product Development Agreement, dated as of March 6, 1992, between the
          Partnership and Alkermes.*

10.2      Purchase Agreement, dated as of March 6, 1992, by and among Alkermes
          and each of the Limited Partners, from time to time, of the
          Partnership.*

*    Incorporated by reference to Exhibits to the Registrant's Registration
     Statement on Form 10 filed September 13, 1995.




                                       34

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                           ALKERMES CLINICAL PARTNERS, L.P.
                                           (Registrant)

                                           By its General Partner

                                           ALKERMES DEVELOPMENT
                                           CORPORATION II


Date: April 1, 2002                   By:  /s/ Richard F. Pops
                                           -------------------------------------
                                           Richard F. Pops
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the General Partner of the
Registrant on behalf of the Registrant and in the capacities and on the dates
indicated.

Signature                 Title                                     Date
---------                 -----                                     ----

/s/ Richard F. Pops       Director, President and Chief        April 1, 2002
--------------------      Executive Officer (Principal
Richard F. Pops           Executive Officer)


/s/ James M. Frates       Director, Vice President,            April 1, 2002
--------------------      Chief Financial Officer,
James M. Frates           Treasurer and Assistant
                          Secretary (Principal Financial
                          and Accounting Officer)


/s/ Robin Stanley         Director                             April 1, 2002
--------------------
Robin Stanley


                                       35

<PAGE>


                        ALKERMES CLINICAL PARTNERS, L.P.
                           ANNUAL REPORT ON FORM 10-K

                                  EXHIBIT INDEX

Exhibit
Number    Exhibit
-------   -------

3.1       Alkermes Clinical Partners, L.P. Agreement of Limited Partnership,
          dated as of February 7, 1992.*

3.1(a)    Amendment No. 1 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of September 29, 1992.*

3.1(b)    Amendment No. 2 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of March 30, 1993.*

4.1       Alkermes Clinical Partners, L.P. Agreement of Limited Partnership,
          dated as of February 7, 1992.*

4.1(a)    Amendment No. 1 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of September 29, 1992.*

4.1(b)    Amendment No. 2 to Alkermes Clinical Partners, L.P. Agreement of
          Limited Partnership, dated as of March 30, 1993.*

10.1      Product Development Agreement, dated as of March 6, 1992, between the
          Partnership and Alkermes.*

10.2      Purchase Agreement, dated as of March 6, 1992, by and among Alkermes
          and each of the Limited Partners, from time to time, of the
          Partnership.*

*    Incorporated by reference to Exhibits to the Registrant's Registration
     Statement on Form 10 filed September 13, 1995.



                                       36