##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the quarterly period ended September 30, 2003                                       
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period from 
to                                                      

Commission file number 0-26758

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

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 043-145043                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|88 Sidney Street, Cambridge, MA                                |  | 02139-4136                          
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

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



---

Former name, former address, and former fiscal year, if changed since last
report


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

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



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|                                         |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                         | Item 1. Financial Statements:                                                                
|BALANCE SHEETS (Unaudited)              
|STATEMENTS OF OPERATIONS (Unaudited)    
|STATEMENTS OF CASH FLOWS (Unaudited)    
|NOTES TO FINANCIAL STATEMENTS           
|                                         | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                         | Item 3. Quantitative and Qualitative Disclosures about Market Risk:                          
|                                         | Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K                      
|SIGNATURES                              
|EX-31.1 SECTION 302 CERTIFICATION OF CEO
|EX-31.2 SECTION 302 CERTIFICATION OF CFO
|EX-32.1 SECTION 906 CERTIFICATION OF CEO
|EX-32.2 SECTION 906 CERTIFICATION OF CFO



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

INDEX

|                               |  |                                                                                       |          |   
|------------------------------ |  | ------------------------------------------------------------------------------------- | -------- | --
|                               |  |                                                                                       | Page No.
|                               |  |                                                                                       |         
|PART I  FINANCIAL INFORMATION |  |                                                                                      
|                              
|Item 1.                        |  | Financial Statements                                                                  |          |   
|                              
|                               |  | Balance Sheets
-September 30, 2003 and December 31, 2002                              |          | 3 
|                              
|                               |  | Statements of Operations
-Three and nine months ended September 30, 2003 and 2002     |          | 4 
|                              
|                               |  | Statements of Cash Flows
-Nine months ended September 30, 2003 and 2002               |          | 5 
|                              
|                               |  | Notes to Financial Statements                                                         |          | 6 
|                              
|Item 2.                        |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations |          | 8 
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                            |          | 12
|                              
|Item 4.                        |  | Controls and Procedures                                                               |          | 12
|                              
|PART II  OTHER INFORMATION    |  |                                                                                      
|                              
|Item 6.                        |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |          | 13
|                              
|SIGNATURES                     |  | 14                                                                                   
|                              

(2)



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Item 1.     Financial Statements:

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




BALANCE SHEETS
(Unaudited)

|                                                                       |  |   |   |               |  |              |   |  |  | 
|---------------------------------------------------------------------- |  | - | - | ------------- |  | ------------ | - |  |  | 
|                                                                       |  |   |   | September 30, |  | December 31,
|                                                                       |  |   |   | 2003          |  | 2002        
|                                                                       |  |   |   |               |  |             
|A
S S E T S                                                           
|                                                                      
|Total Assets                                                           |  | $ |  |               |  | $            |  | 
|                                                                       |  |   |   |               |  |              |   | 
|                                                                      
|L
I A B I L I T I E S     A N D
    P A R T N E R S    
C A P I T A L
|                                                                      
|Total Liabilities and Partners Capital                                |  | $ |  |               |  | $            |  | 
|                                                                       |  |   |   |               |  |              |   | 

See notes to financial statements.

(3)



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




STATEMENTS OF OPERATIONS
(Unaudited)

|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |        | 
|--------------------------------------- | -------------------------- |  | ------------- |  | ------------- | - | ------------- | ------ | ------------- | - | ------- | ----- |  | - | --------- | ------- |  | - | -------- | ------ | 
|                                        |                            |  | Three Months  |  | Three Months  |   | Nine Months   |        | Nine Months  
|                                        |                            |  | Ended         |  | Ended         |   | Ended         |        | Ended        
|                                        |                            |  | September 30, |  | September 30, |   | September 30, |        | September 30,
|                                        |                            |  | 2003          |  | 2002          |   | 2003          |        | 2002         
|                                        |                            |  |               |  |               |   |               |        |              
|Revenue                                 |                            |  |               |  |               | $ |              |        |               | $ |        |       |  | $ |          |         |  | $ |         |       
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|Expenses:                               |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|                                        | General and administrative |  |               |  |               |   |               | 46,197 |               |   |         | 4,130 |  |   |           | 104,163 |  |   |          | 11,870 | 
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|                                        |                            |  |               |  |               |   | 46,197        |        |               |   | 4,130   |       |  |   | 104,163   |         |  |   | 11,870   |       
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|Net Loss                                |                            |  |               |  |               |   | ($46,197      | )      |               |   | ($4,130 | )     |  |   | ($104,163 | )       |  |   | ($11,870 | )     
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|Net Loss Per Class A and B Unit         |                            |  |               |  |               | $ |              |        |               | $ |        |       |  | $ |          |         |  | $ |         |       
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       
|Average Class A and B Units Outstanding |                            |  |               |  |               |   | 921           |        |               |   | 921     |       |  |   | 921       |         |  |   | 921      |       
|                                        |                            |  |               |  |               |   |               |        |               |   |         |       |  |   |           |         |  |   |          |       

See notes to financial statements.

(4)



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




STATEMENTS OF CASH FLOWS
(Unaudited)

|                                      |                                         |                                           |   |               |          |               |   |          |         |  
|------------------------------------- | --------------------------------------- | ----------------------------------------- | - | ------------- | -------- | ------------- | - | -------- | ------- | -
|                                      |                                         |                                           |   | Nine Months   |          | Nine Months  
|                                      |                                         |                                           |   | Ended         |          | Ended        
|                                      |                                         |                                           |   | September 30, |          | September 30,
|                                      |                                         |                                           |   | 2003          |          | 2002         
|                                      |                                         |                                           |   |               |          |              
|Cash flows from operating activities: |                                         |                                           |   |               |          |               |   |         
|                                      | Net loss                                |                                           |   | ($104,163     | )        |               |   | ($11,870 | )      
|                                      |                                         |                                           |   |               |          |               |   |         
|                                      |                                         | Net cash used by operating activities     |   |               | (104,163 | )             |   |          | (11,870 | )
|                                      |                                         |                                           |   |               |          |               |   |         
|Cash flows from financing activities: |                                         |                                           |   |               |          |               |   |         
|                                      | General Partners capital contributions |                                           |   | 104,163       |          |               |   | 11,870   |        
|                                      |                                         |                                           |   |               |          |               |   |         
|                                      |                                         | Net cash provided by financing activities |   |               | 104,163  |               |   |          | 11,870  |  
|                                      |                                         |                                           |   |               |          |               |   |         
|Net decrease in cash                  |                                         |                                           |  |               |          |               |  |         
|Cash, beginning of period             |                                         |                                           |  |               |          |               |  |         
|                                      |                                         |                                           |   |               |          |               |   |         
|Cash, end of period                   |                                         | $                                         |  |               |          | $             |  |         
|                                      |                                         |                                           |   |               |          |               |   |         

See notes to financial statements.

(5)



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




NOTES TO FINANCIAL STATEMENTS

1.     BASIS OF PRESENTATION

The financial statements for Alkermes Clinical Partners, L.P. (the
Partnership) for the three and nine month periods ended September 30, 2003
and 2002, are unaudited and include all adjustments which, in the opinion of
management, are necessary to present fairly the results of operations for the
periods then ended. All such adjustments are of a normal recurring nature.
These financial statements should be read in conjunction with the Partnerships
Annual Report on Form 10-K for the year ended December 31, 2002, which includes
financial statements and notes thereto for the years ended December 31, 2002,
2001 and 2000.

The results of the Partnerships operations for any interim period are not
necessarily indicative of the results of the Partnerships operations for any
other interim period or for a full year.

2.     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 Alkermes Development Corporation II (the General
Partner). There were no losses attributable to the Limited Partners for the
three and nine months ended September 30, 2003 and 2002.

3.     COMPLETION OF SCHEDULED FUNDING

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. For the three and nine months
ended September 30, 2003 and 2002, the Partnership incurred no research and
development expenses related to the RMP program. The Partnership was
providing funding to Alkermes, Inc. (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 had been using its own resources to
develop Cereport. However, as discussed in Note 3 to the audited financial
statements included in the Annual Report on Form 10-K for the year ended
December 31, 2002, Alkermes has decided not to commit additional funds to the
development of Cereport.

(6)



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The General Partner is obligated to perform certain administrative services for
the Partnership, such as preparing financial statements, tax returns and
reports to Partners. During the three and nine months ended September 30, 2003,
Alkermes performed such services for the Partnership on behalf of the General
Partner. There can be no assurance that Alkermes will continue to perform
these services. The services performed by Alkermes and the General Partner
constitute all of the activities undertaken by or on behalf of the Partnership.

The financial statements do not include any adjustments relating to the amounts
and classification of liabilities that might be necessary should the
partnership be unable to continue as a going concern. The Partnerships
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to obtain
additional financing or refinancing as may be required, and ultimately to
attain successful operations.

After September 30, 2003, the Partnership is expected to continue to have no
future liquidity or capital resources requirements other than those funded by
Alkermes, if any.

4.     PROXY PROPOSAL TO TERMINATE THE PARTNERSHIP

In October 2003, the General Partner mailed definitive proxy materials seeking
the approval of 66 2/3% of the Limited Partners to approve a proposal to
terminate the Partnership. The Special Meeting at which the vote will be taken
is currently scheduled to be held on November 18, 2003. In the event that not
enough Limited Partners have submitted proxies in favor of the proposal or
attend the meeting, the meeting may be adjourned in order to solicit additional
proxies.

(7)



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

INTRODUCTION

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 or the Company). 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.

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 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 development activities
and its results of operations will not differ materially from its expectations.
Factors which could cause actual results to differ from expectations depend on
the outcome of the vote of the Limited Partners. Risk factors related to the
alternative outcomes include, among others:

Regarding the vote of the Limited Partners on the proposal to terminate the
Partnership:



| |  |  | a termination of the Partnership requires approval of 66 2/3% of
the Partners, which approval may be difficult to obtain.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

If the Limited Partners do not approve the proposal to terminate the
Partnership:



| |  |  | the General Partner and the Partnership have no assets to pay any
expenses of the General Partner or the Partnership;                                                                                                                                                                                                      
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | without
financial support from Alkermes or a new collaborator there is substantial doubt about the Partnerships ability to
continue as a going concern;                                                                                                                                                                   
|
| |  |  | a new collaborator or a buyer of the Technology may be difficult to
find, due to the failure to locate such a party in 1997 and 2003, the
mutual termination of the agreement between ALZA Corporation and
Alkermes, the difficulties encountered in developing Cereport® and the
general economic conditions at this time;
|
| |  |  | even if a third party were interested in acting as a new
collaborator, the economic and other terms may not be commercially
acceptable;                                                                                                                                                                                    

(8)



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| |  |  | even if a buyer of the Technology licensed to the Partnership were
to be found, the purchase price paid may be significantly lower than an
amount, after payment of expenses of the transaction and distribution
to the Partners, required to return each Partners investment in the
Partnership; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any license or sale of the Technology requires the approval of the
General Partner and 66 2/3% of the Partners, which approval may be
difficult to obtain.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

If the General Partner were to find a new collaborator, there would be
significant risks related to the further development of Cereport, including,
among others:



| |  |  | 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;                                                                                                                                                         
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the collaborator could reduce or discontinue funding of Cereport;                                                                                                                                                                                                                                                                                                       
|
| |  |  | the Partnership and the collaborator could not be permitted by
regulatory authorities to undertake additional clinical trials for
Cereport or clinical trials could be delayed or regulatory authorities
could require additional clinical trials before approving Cereport;                                                                                            
|
| |  |  | the collaborator could incur difficulties or set-backs in obtaining
the substantial additional funding required to continue research and
development programs and clinical trials;                                                                                                                                                                                      
|
| |  |  | 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
|
| |  |  | 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

Revenue

The Partnership had no revenue for the three and nine months ended September
30, 2003 and 2002. The Partnership anticipates that it will have no revenue in
the foreseeable future.

(9)



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Expenses

The Partnership had no research and development expenses for the three and nine
months ended September 30, 2003 and 2002. There were no research and
development expenses 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).

General and administrative expenses for the three and nine months ended
September 30, 2003 were $46,197 and $104,163 as compared to $4,130 and $11,870
for the three and nine months ended September 30, 2002. The significant
increase for the three and nine months ended September 30, 2003 as compared to
September 30, 2002 was mainly a result of increased professional service fees
as the General Partner considered its options given Alkermes decision that it
will not commit additional funds to the development of Cereport as well as
preparation of proxy materials. Historically, Alkermes has performed these
general and administrative services for the Partnership on the General
Partners behalf at Alkermes expense. There can be no assurance that Alkermes
will continue to perform these services.

In October 2003, the General Partner mailed definitive proxy materials seeking
the approval of 66 2/3% of the Limited Partners to approve a proposal to
terminate the Partnership. The Special Meeting at which the vote will be taken
is currently scheduled to be held on November 18, 2003. In the event that not
enough Limited Partners have submitted proxies in favor of the proposal or
attend the meeting, the meeting may be adjourned in order to solicit additional
proxies.

The purpose of the special meeting is to consider and vote upon the proposal to
terminate the Partnership following: (i) the clinical trial results and
difficulties encountered in developing Cereport, the Partnerships only product
candidate; (ii) the exhaustion of all cash assets of the Partnership in
September 1997; (iii) Alkermes recent decision to stop funding the development
of Cereport, (iv) the unsuccessful efforts in 1997 and 2003 to identify a
collaborator, buyer or licensor for the receptor-mediated permeabilizer (RMP)
technology licensed to and owned by the Partnership for exploitation in the
U.S. and Canada, including Cereport (the Technology), and (v) the resulting
determination that continued development of Cereport is believed to be
infeasible and uneconomic and the assets of the Partnership have no commercial
value. The General Partner has determined the proposed termination to be in
the best interests of the Partnership and the Limited Partners and has approved
and declared advisable the termination.

If the termination is approved, the Partnership will be terminated, liquidated
and dissolved. The Partnership has no cash and the non-cash assets of the
Partnership, consisting of rights under certain patents, know-how, data and
information relating to Cereport and the Technology, have been determined by
the General Partner, which determination was approved by its board of
directors, to have no commercial value and such rights will be abandoned prior
to termination. Therefore, there will be no liquidating distribution to the
Limited Partners.

Upon dissolution approved by Limited Partners, final Schedule K-1s will be
issued to the Limited Partners. Without certain approval from the Limited
partners, it is not anticipated that final Schedule K-1s can be issued. If
approved and upon dissolution, each Limited Partner will receive a final
Schedule K-1 which is expected to report each Limited Partners allocated share

(10)



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of the ordinary loss of approximately $43,000 for a full unit and $21,500 for a
half unit. Limited Partners are encouraged to consult their own tax advisors
to determine the tax consequences, if any, upon issuance of final Schedule K-1s
to the Limited Partners.

Alkermes intends to pay the costs incurred by and on behalf of the Partnership
through the effective time of the termination in connection with the proxy
solicitation and the winding up of the Partnership, including preparation of
the final tax return and Schedule K-1s. The General Partner and Alkermes will not receive any fees
or reimbursement from the Partnership in connection with the termination,
liquidation and dissolution of the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003, 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 no additional capital contributions received
by the Partnership from the Limited Partners after the quarter ended June 30,
1996 and no additional capital contributions from any of the partners are
required.

The Partnership was funding research and development expenses for Cereport from
capital contributions received from Partners. Such development was
conducted for the Partnership by Alkermes pursuant to the Product Development
Agreement, however the Research Program has been terminated which has
terminated Alkermes obligations to continue such development. 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 had been
using its own resources until its recent decision not to commit any additional
funds. In late 1997, Alkermes entered into an agreement with ALZA Corporation
related to the development and commercialization of Cereport that was mutually
terminated in December 2002.

The Partnership used its remaining cash and cash equivalents during the quarter
ended September 30, 1997 to pay for administrative services for the
Partnership. The General Partner is obligated to perform certain
administrative services for the Partnership, such as preparing financial
statements, tax returns and reports to the Limited Partners. Historically,
Alkermes has performed such services on behalf of the General Partner at its
expense. There can be no assurance that Alkermes will continue to perform
these services. The activities performed by Alkermes and the General Partner
constitute all of the activities undertaken by or on behalf of the Partnership.
As discussed above, Alkermes intends to pay the costs incurred by and on behalf
of the Partnership through the effective time of the termination in connection
with the proxy solicitation and the

(11)



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winding up of the Partnership, including
preparation of the final tax return and Schedule K-1s. The General Partner and Alkermes will not receive any fees or reimbursement from the
Partnership in connection with the termination, liquidation and dissolution of
the Partnership.

After September 30, 2003, the Partnership is expected to have no future
liquidity or capital resources requirements other than those funded by
Alkermes, if any.




Item 3.     Quantitative and Qualitative Disclosures about Market Risk:

Not applicable.

Item 4.     Controls and Procedures

The General Partner has established disclosure controls and procedures to ensure that material information relating to the Partnership, including any consolidated subsidiaries, is made known to the officers who certify the Partnerships financial reports and to other members of senior management and the Board of Directors.



| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) |  | Evaluation of disclosure
controls and procedures. The General
Partner's management, with the participation of the General Partners chief executive officer
and chief financial officer, has evaluated the effectiveness of the design and operation of the
Partnerships disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based on this evaluation, the General Partners chief executive
officer and chief financial officer concluded that these disclosure controls and procedures are
effective and designed to ensure that the information required to be disclosed in the Partnerships reports
filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the requisite time periods.
|
| | (b) |  | Changes in internal controls. There was no change in the General
Partners internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) identified in connection with the evaluation
of the General Partners internal control performed during the Partnerships last fiscal
quarter that has materially affected, or is reasonably likely to materially affect, the General
Partners internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                    
|

(12)



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Item 6.     Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  Exhibits:

|       |  |                                                                                                                                                                                                                           
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                           
|      
|31.1   |  | Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief
Executive Officer of Alkermes Development Corporation II,
General Partner of Alkermes Clinical Partners, L.P. 
|      
|31.2   |  | Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief
Financial Officer of Alkermes Development Corporation II,
General Partner of Alkermes Clinical Partners, L.P. 
|      
|32.1   |  | Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 by the
Chief Executive Officer of Alkermes Development Corporation
II, General Partner of Alkermes Clinical Partners, L.P.
|      
|32.2   |  | Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 by the
Chief Financial Officer of Alkermes Development Corporation
II, General Partner of Alkermes Clinical Partners, L.P.





| | (b) |  | Since the beginning of the quarter ended September 30,
2003, the Registrant has not filed any reports on Form 8-K.
| | --- |  | ------------------------------------------------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |  |                   |  |                                               |  |                                                                                                                                                                     
|----- |  | ----------------- |  | --------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                   |  | ALKERMES CLINICAL PARTNERS, L.P.
(Registrant)
|     
|      |  |                   |  | By its General Partner                       
|     
|      |  |                   |  | ALKERMES DEVELOPMENT CORPORATION II          
|     
|Date: |  | November 13, 2003 |  | By:                                           |  | /s/ Richard F. PopsRichard F. Pops
Director, President and Chief Executive Officer
(Principal Executive Officer)                                                    
|     
|Date: |  | November 13, 2003 |  | By:                                           |  | /s/ James M. FratesJames M. Frates
Director, Vice President, Chief
Financial Officer, Treasurer and
Assistant Secretary (Principal
Financial and Accounting Officer)

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