##### 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 June 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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TABLE OF CONTENTS



|                                                 |                                                                                               |                               |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|                                                 | Item 1.  Financial Statements                                                                
|                                                 |                                                                                               | BALANCE SHEETS               
|                                                 |                                                                                               | STATEMENTS OF OPERATIONS     
|                                                 |                                                                                               | STATEMENTS OF CASH FLOWS     
|                                                 |                                                                                               | 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 4.  Controls and Procedures                                                             
|                                                 | Item 6.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                      
|Exhibit Index                                   
|EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER
|EX-32.1 CERTIFICATION TO SECT. 906 (CEO)        
|EX-32.2 CERTIFICATION TO SECT. 906 (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
-June 30, 2003 and December 31, 2002                                    |  | 3       
|                               |  |         |  | Statements of Operations 
-Three and six months ended June 30, 2003 and 2002           |  | 4       
|                               |  |         |  | Statements of Cash Flows
-Six months ended June 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                             |  | 11      
|                               |  | 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     
|EXHIBIT INDEX                  |  | 14     
|CERTIFICATIONS                 |  | 15     

(2)



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Item 1. Financial Statements:

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




BALANCE SHEETS
(Unaudited)

|                                        |  |          |   |              |  |   |   | 
|--------------------------------------- |  | -------- | - | ------------ |  | - | - | 
|                                        |  | June 30, |   | December 31,
|                                        |  | 2003     |   | 2002        
|                                        |  |          |   |             
|ASSETS                                 
|Total Assets                            |  | $        |  |              |  | $ |  | 
|                                        |  |          |   |              |  |   |   | 
|LIABILITIES AND PARTNERS CAPITAL      
|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 |   | Six Months |       | Six Months
|                                        |                            |   | Ended        |        | Ended        |   | Ended      |       | Ended     
|                                        |                            |   | June 30,     |        | June 30,     |   | June 30,   |       | June 30,  
|                                        |                            |   | 2003         |        | 2002         |   | 2003       |       | 2002      
|                                        |                            |   |              |        |              |   |            |       |           
|Revenue                                 |                            | $ |             |        |              | $ |           |       |            | $ |         |        |  | $ |        |      
|                                        |                            |   |              |        |              |   |            |       |            |   |          |        |  |   |         |      
|Expenses:                               |                            |   |              |        |              |   |            |       |            |   |          |        |  |   |         |      
|                                        | General and administrative |   |              | 36,750 |              |   |            | 2,947 |            |   |          | 57,966 |  |   |         | 7,740 | 
|                                        |                            |   |              |        |              |   |            |       |            |   |          |        |  |   |         |      
|                                        |                            |   | 36,750       |        |              |   | 2,947      |       |            |   | 57,966   |        |  |   | 7,740   |      
|                                        |                            |   |              |        |              |   |            |       |            |   |          |        |  |   |         |      
|Net Loss                                |                            |   | ($36,750     | )      |              |   | ($2,947    | )     |            |   | ($57,966 | )      |  |   | ($7,740 | )    
|                                        |                            |   |              |        |              |   |            |       |            |   |          |        |  |   |         |      
|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)

|                                      |                                         |                                           |   |            |         |            |   |         |        |  
|------------------------------------- | --------------------------------------- | ----------------------------------------- | - | ---------- | ------- | ---------- | - | ------- | ------ | -
|                                      |                                         |                                           |   | Six Months |         | Six Months
|                                      |                                         |                                           |   | Ended      |         | Ended     
|                                      |                                         |                                           |   | June 30,   |         | June 30,  
|                                      |                                         |                                           |   | 2003       |         | 2002      
|                                      |                                         |                                           |   |            |         |           
|Cash flows from operating activities: |                                         |                                           |   |            |         |            |   |        
|                                      | Net loss                                |                                           |   | ($57,966   | )       |            |   | ($7,740 | )     
|                                      |                                         |                                           |   |            |         |            |   |        
|                                      |                                         | Net cash used by operating activities     |   |            | (57,966 | )          |   |         | (7,740 | )
|                                      |                                         |                                           |   |            |         |            |   |        
|Cash flows from financing activities: |                                         |                                           |   |            |         |            |   |        
|                                      | General Partners capital contributions |                                           |   | 57,966     |         |            |   | 7,740   |       
|                                      |                                         |                                           |   |            |         |            |   |        
|                                      |                                         | Net cash provided by financing activities |   |            | 57,966  |            |   |         | 7,740  |  
|                                      |                                         |                                           |   |            |         |            |   |        
|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 six month periods ended June 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 six months ended June 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 six months
ended June 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 six months ended June 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 June 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.

(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 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;
(8)Table of Contents

(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

(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.

(9)



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RESULTS OF OPERATIONS

Revenue

The Partnership had no revenue for the three and six months ended June 30, 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 and six
months ended June 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 six months ended June 30,
2003 were $36,750 and $57,966 as compared to $2,947 and $7,740 for the three
and six months ended June 30, 2002. The increase for the three and six months
ended June 30, 2003 as compared to June 30, 2002 was mainly a result of
increased professional service fees as the General Partner considers its
options given Alkermes decision that it will not commit additional funds to
the development of Cereport. 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 June 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. 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 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 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.

(10)



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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 June 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 chief executive officer and chief financial officer of the General Partner
evaluated the General Partners controls and procedures as of the end of the
quarterly period 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)



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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.*                                                                                                        
|       |  |                                                                                                                                                                                                                           
|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.



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|* |  | 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 June 30, 2003,
the Registrant has not filed any reports on Form 8-K.
| | --- |  | -------------------------------------------------------------------------------------------------------------

(12)



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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: August 13, 2003 |  |                                               |  | By: |  | /s/ Richard F. Pops                                                                                                                               |  | 
|                      |  |                                               |  |     |  |                                                                                                                                                   |  | 
|                      |  |                                               |  |     |  | Richard F. Pops
Director, President and Chief
Executive Officer     (Principal Executive Officer)                                                 |  | 
|                      |  |                                               |  |     |  |                                                                                                                                                   |  | 
|                      |  |                                               |  |     |  |                                                                                                                                                   |  | 
|Date: August 13, 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)



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Exhibit Index

|        |  |                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                           
|Number  |  | Exhibit                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                           
|3.1     |  | Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7, 1992.*                                                                                                                         
|        |  |                                                                                                                                                                                                                           
|3.1(a)  |  | Amendment No. 1 to Alkermes Clinical Partners, L.P.
Agreement of Limited Partnership, dated as of September 29,
1992.*                                                                                                    
|        |  |                                                                                                                                                                                                                           
|3.1(b)  |  | Amendment No. 2 to Alkermes Clinical Partners, L.P.
Agreement of Limited Partnership, dated as of March 30, 1993.*                                                                                                        
|        |  |                                                                                                                                                                                                                           
|4.1     |  | Alkermes Clinical Partners, L.P. Agreement of
Limited Partnership, dated as of February 7, 1992.*                                                                                                                         
|        |  |                                                                                                                                                                                                                           
|4.1(a)  |  | Amendment No. 1 to Alkermes Clinical Partners, L.P.
Agreement of Limited Partnership, dated as of September 29,
1992.*                                                                                                    
|        |  |                                                                                                                                                                                                                           
|4.1(b)  |  | Amendment No. 2 to Alkermes Clinical Partners, L.P.
Agreement of Limited Partnership, dated as of March 30, 1993.*                                                                                                        
|        |  |                                                                                                                                                                                                                           
|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.



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

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