##### 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 March 31, 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

(1)



---

TABLE OF CONTENTS



|                                  |                                                                                               |                                                   |  |  |  |  |  | 
|--------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|                                  | Item 1. Unaudited Financial Statements:                                                      
|                                  |                                                                                               | BALANCE SHEETS                                   
|                                  |                                                                                               | STATEMENTS OF OPERATIONS                         
|                                  |                                                                                               | STATEMENTS OF CASH FLOWS                         
|                                  |                                                                                               | NOTES TO UNAUDITED CONDENSED 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 4. Controls and Procedures                                                              
|                                  | Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K                      
|SIGNATURES                       
|CERTIFICATIONS                   
|Exhibit Index                    
|Ex-99.1  Certification of the CEO
|Ex-99.2  Certification of the CFO



---



##### Table of Contents



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

INDEX

|                                         |  |         |    |                                                                                       |  |         
|---------------------------------------- |  | ------- | -- | ------------------------------------------------------------------------------------- |  | --------
|                                         |  |         |    |                                                                                       |  | Page No.
|                                         |  |         |    |                                                                                       |  |         
|PART I  UNAUDITED FINANCIAL INFORMATION |  |        
|                                         |  | Item 1. |    | Unaudited Condensed Financial Statements                                              |  |         
|                                         |  |         |    | Balance Sheets
-March 31, 2003 and December 31, 2002                                  |  | 3       
|                                         |  |         |    | Statements of Operations
-Three months ended March 31, 2003 and 2002                  |  | 4       
|                                         |  |         |    | Statements of Cash Flows
-Three months ended March 31, 2003 and 2002                  |  | 5       
|                                         |  |         |    | Notes to Unaudited Condensed 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                            |  | 10      
|                                         |  | Item 4. |    | Controls and Procedures                                                               |  | 11      
|PART II - OTHER INFORMATION              |  |        
|                                         |  | Item 6. |    | Exhibits, Financial Statement Schedules and Reports
on Form 8-K                       |  | 12      
|SIGNATURES                               |  |         | 13
|CERTIFICATIONS                           |  |         | 14
|EXHIBIT INDEX                            |  |         | 16

(2)



---



##### Table of Contents









Item 1. Unaudited Financial Statements:

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

BALANCE SHEETS

|                                        |                                                                    |   |           |  |              |   |   |  | 
|--------------------------------------- | ------------------------------------------------------------------ | - | --------- |  | ------------ | - | - |  | 
|                                        |                                                                    |   | March 31, |  | 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 condensed financial statements.

(3)



---



##### Table of Contents






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

STATEMENTS OF OPERATIONS

|                                        |                            |    |              |        |              |    |       |       | 
|--------------------------------------- | -------------------------- | -- | ------------ | ------ | ------------ | -- | ----- | ----- | 
|                                        |                            |    | Three Months |        | Three Months
|                                        |                            |    | Ended        |        | Ended       
|                                        |                            |    | March 31,    |        | March 31,   
|                                        |                            |    | 2003         |        | 2002        
|                                        |                            |    |              |        |             
|Revenue:                                |                            | $  |             |        |              | $  |      |      
|                                        |                            |    |              |        |              |    |       |      
|Expenses:                               |                            |    |              |        |              |    |       |      
|                                        | General and administrative |    |              | 21,216 |              |    |       | 4,793 | 
|                                        |                            |    |              |        |              |    |       |      
|                                        |                            |    | 21,216       |        |              |    | 4,793 |      
|                                        |                            |    |              |        |              |    |       |      
|Net loss                                |                            | ($ | 21,216       | )      |              | ($ | 4,793 | )    
|                                        |                            |    |              |        |              |    |       |      
|Net Loss Per Class A and B Unit         |                            | $  |             |        |              | $  |      |      
|                                        |                            |    |              |        |              |    |       |      
|Average Class A and B Units Outstanding |                            |    | 921          |        |              |    | 921   |      
|                                        |                            |    |              |        |              |    |       |      

See notes to condensed financial statements.

(4)



---



##### Table of Contents






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

STATEMENTS OF CASH FLOWS

|                                      |                                           |   |              |        |              |   |    |       |  
|------------------------------------- | ----------------------------------------- | - | ------------ | ------ | ------------ | - | -- | ----- | -
|                                      |                                           |   | Three Months |        | Three Months
|                                      |                                           |   | Ended        |        | Ended       
|                                      |                                           |   | March 31,    |        | March 31,   
|                                      |                                           |   | 2003         |        | 2002        
|                                      |                                           |   |              |        |             
|Cash flows from operating activities: |                                           |   |              |        |              |   |    |      
|                                      | Net loss                                  |   | ($           | 21,216 | )            |   | ($ | 4,793 | )
|                                      |                                           |   |              |        |              |   |    |       |  
|                                      | Net cash used by operating activities     |   | (            | 21,216 | )            |   | (  | 4,793 | )
|                                      |                                           |   |              |        |              |   |    |       |  
|Cash flows from financing activities: |                                           |   |              |        |              |   |    |      
|                                      | General Partners capital contributions   |   |              | 21,216 |              |   |    | 4,793 |  
|                                      |                                           |   |              |        |              |   |    |       |  
|                                      | Net cash provided by financing activities |   |              | 21,216 |              |   |    | 4,793 |  
|                                      |                                           |   |              |        |              |   |    |       |  
|Net decrease in cash                  |                                           |   |             |        |              |   |   |      
|Cash, beginning of period             |                                           |   |             |        |              |   |   |      
|                                      |                                           |   |              |        |              |   |    |       |  
|Cash, end of period                   |                                           | $ |             |        |              | $ |   |      
|                                      |                                           |   |              |        |              |   |    |       |  

See notes to condensed financial statements.

(5)



---



##### Table of Contents






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

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The financial statements for Alkermes Clinical Partners, L.P. (the
Partnership) for the three month periods ended March 31, 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 months ended March 31, 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 months ended March
31, 2003 and 2002, the Partnership incurred no research and development
expenses related to the RMP program, notwithstanding the continued
development of the RMP product candidate. 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 has used 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)



---



##### Table of Contents



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 quarter ended March 31, 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 March 31, 2003, the Partnership is expected to continue to have no future
liquidity or capital resources requirements other than those funded by
Alkermes, if any.

(7)



---



##### Table of Contents






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 direction taken by the Partnership at the direction of the General Partner.
The General Partner must examine and act upon its options given Alkermes
decision that it will not commit additional funds to the development of
Cereport® and therefore cause a termination of the Research Program and the
Purchase Option. Risk factors related to the options available include, among
others:

(i) a new collaborator or a buyer of the Technology may be difficult to
find, due to 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;

(ii) even if a third party were interested in acting as a new
collaborator, the economic and other terms may not be commercially acceptable;

(iii) 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;

(iv) 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;

(v) in the event that no collaborator or buyer is found for the
Technology, or no agreement can be reached on commercial terms, a termination
of the partnership requires approval of 66 2/3% of the partners, which approval
may be difficult to obtain;

(vi) whether or not the Partnership terminates and in what manner it
terminates may have tax implications for the Limited Partners. Limited
Partners should consult their own tax advisors regarding any tax implications;
and

(8)



---



##### Table of Contents



(vii) the General Partner and the Partnership have no assets to
pay any expenses of the General Partner or the Partnership and
without
                  financial support from Alkermes or a new collaborator there
is substantial doubt about the Partnerships ability to continue as a going concern.

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:

(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 collaborator could reduce or discontinue
funding of Cereport;

(iii) 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;

(iv) the collaborator 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

Revenue

The Partnership had no revenue for the three months ended March 31, 2003 and
2002. The Partnership anticipates that it will have no revenue in the
foreseeable future.

Expenses

The Partnership had no research and development expenses for the three months
ended March 31, 2003 and 2002 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).

(9)



---



##### Table of Contents



General and administrative expenses for the three months ended March 31, 2003
were $21,216 as compared to $4,793 for the three months ended March 31, 2002.
The increase for the three months ended March 31, 2003 as compared to March 31,
2002 was mainly a result of increased professional service fees. 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.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 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 subsequent to the quarter ended
June 30, 1996 and no additional capital contributions from any of the partners
are expected or required.

The Partnership was funding research and development expenses for Cereport from
capital contributions received from Partners. Such development has been
conducted for the Partnership by Alkermes pursuant to the Product Development
Agreement, although Alkermes intends to cause a termination of the Research
Program which would also terminate its 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 has used 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.

After December 31, 2002, 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.

(10)



---



##### Table of Contents






Item 4. Controls and Procedures

As of February 14, 2003, the chief executive officer and chief financial
officer of the General Partner evaluated the General Partners controls and
procedures related to the Partnerships reporting and disclosure obligations.
These officers have concluded that these disclosure controls and procedures are
sufficient to provide that (a) material information relating to the Partnership
is made known to these officers by other employees of Alkermes, the parent
entity of the General Partner, and its consolidated subsidiaries, particularly
material information related to the period for which this periodic report is
being prepared; and (b) this information is recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the
rules and forms promulgated by the Securities and Exchange Commission.

There have been no significant changes in the General Partners internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the evaluation.

(11)



---



##### Table of Contents






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

|              |  |        |  |                                                                                                                                                                                                                           
|------------- |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) Exhibits: |  |        |  |                                                                                                                                                                                                                           
|              |  | 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.*                                                                                                        
|              |  |        |  |                                                                                                                                                                                                                           
|              |  | 99.1   |  | 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.
|              |  |        |  |                                                                                                                                                                                                                           
|              |  | 99.2   |  | 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.



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

|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(b) | Since the beginning of the quarter ended March 31,
2003, the Registrant has not filed any reports on Form 8-K.

(12)



---



##### 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: May 14, 2003 |  | By:                                           |  | /s/
Richard F. Pops
Richard F. Pops
Director, President and Chief Executive 
   Officer (Principal Executive Officer)                                                
|                   |  |                                               |  |                                                                                                                                                                       |  | 
|Date: May 14, 2003 |  | By:                                           |  | /s/ James M. Frates
James M. Frates
Director, Vice President, Chief
Financial Officer, Treasurer and
Assistant Secretary (Principal
Financial and Accounting Officer)

(13)



---



##### Table of Contents






CERTIFICATIONS

I, Richard F. Pops, certify
that:
1.          I have reviewed this quarterly report on Form 10-Q of Alkermes Clinical
Partners, L.P.;

2.          Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.          Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.          The other certifying officer of the General Partner and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | a. |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.          The other certifying officer of the General Partner and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.          The other certifying officer of the General Partner and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                   |  |                                                                                                                                                        
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 14, 2003 |  | /s/ Richard F. Pops
Richard F. Pops
President and Chief Executive Officer of
Alkermes Development Corporation II, the
General Partner of the Registrant

(14)



---



##### Table of Contents



CERTIFICATIONS

I, James M. Frates, certify
that:
1.          I have reviewed this quarterly report on Form 10-Q of Alkermes Clinical
Partners, L.P.;

2.          Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.          Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.          The other certifying officer of the General Partner and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | a. |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.         The other certifying officer of the General Partner and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.          The other certifying officer of the General Partner and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                    |  |                                                                                                                                                             
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  May 14, 2003 |  | /s/ James M. Frates
James M. Frates
Vice President and Chief Financial Officer of
Alkermes Development Corporation II,
the General Partner of the Registrant

(15)



---



##### Table of Contents






Exhibit Index

|               |  |                                                                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                               
|               |  |                                                                                                                                                                                                                           
|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.*                                                                                                        
|               |  |                                                                                                                                                                                                                           
|99.1           |  | 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.
|               |  |                                                                                                                                                                                                                           
|99.2           |  | 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.

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

(16)