EXHIBIT 10.6

                              COMMON STOCK PURCHASE
                                     WARRANT

                 THE SECURITIES REPRESENTED BY THIS CERTIFICATE,
                    THE COMMON STOCK ISSUABLE UPON EXERCISE
                  HEREOF, AND ANY INTEREST THEREIN MAY NOT BE
                    OFFERED OR SOLD EXCEPT PURSUANT TO (i) A
                  REGISTRATION STATEMENT UNDER THE SECURITIES
               ACT OF 1933, AS AMENDED, OR (ii) AN EXEMPTION FROM
                          REGISTRATION UNDER SUCH ACT.

                          THE TRANSFER OF THIS WARRANT
                        IS RESTRICTED AS DESCRIBED HEREIN

                      VOID AFTER 5:00 P.M., NEW YORK TIME,
                                ON MARCH __, 2010

                           NOVELOS THERAPEUTICS, INC.

                            Warrant for the Purchase
                                       of
                         [     ] Shares of Common Stock

No.

         THIS CERTIFIES that, for value received, [___] (the "Holder") is
entitled to subscribe for and purchase from Novelos Therapeutics, Inc., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth herein, at any time or from time to time, on or after March
__, 2005, and before 5:00 P.M., New York time, on March __, 2010 (the "Exercise
Period"), [ ] shares of the Company's common stock, $.00001 par value per share
(the "Common Stock"), subject to adjustment as provided herein (the "Warrant
Shares"), at a price of $ .625 per share, subject to adjustment as provided
herein (the "Exercise Price").

         This Warrant may not be sold or otherwise disposed of without the
Company's prior written consent. No transfer of this Warrant or the Warrant
Shares will be permitted unless a registration statement under the Securities
Act of 1933, as amended (the "Act"), is in effect as to that transfer or, in the
opinion of counsel reasonably satisfactory to the Company, registration under
the Act is not necessary for that transfer to comply with the Act. The term the
"Holder" as used herein shall include any transferee to whom this Warrant has
been transferred in accordance


                                       1

with the above.

         This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, by the surrender of this
Warrant (with the Form of Election to Exercise at the end hereof duly completed
and executed) to the Company at One Gateway Center, Suite 504, Newton,
Massachusetts 02458, Attention: Harry Palmin, President, or at such other place
as may be designated in writing by the Company, together with a certified or
bank cashier's check payable to the order of the Company in an amount equal to
the Exercise Price multiplied by the number of Warrant Shares for which this
Warrant is being exercised. This Warrant may also be exercised at any such time
by means of a "cashless exercise" in which the Holder shall be entitled to
receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:

                  (A)  =  the closing sale price for the Common Stock on any
                          national securities exchange on which the Common Stock
                          is listed for trading or, if not so listed, on the
                          Nasdaq National Market or any other Nasdaq market to
                          which the Common Stock is admitted for trading or, if
                          not so admitted, on the over-the-counter Bulletin
                          Board or, if not quoted thereon, in the pink sheets on
                          the trading day immediately preceding the date of such
                          election, or if not so trading, the fair market value
                          thereof as determined by the board of directors of the
                          Company in good faith;

                  (B)  =  the Exercise Price of the Warrants, as adjusted; and

                  (X)  =  the number of Warrant Shares issuable upon exercise of
                          the Warrants in accordance with the terms of this
                          Warrant.

         1.       Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

         2.       Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a warrant register
(the "Warrant Register") as they are issued. The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other
person, and shall


                                       2

not be liable for any registration or transfer of Warrants which are registered
or to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with the actual knowledge that a fiduciary or nominee is committing
a breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable on the books of the Company only upon
delivery hereof with the Form of Assignment at the end hereof duly completed and
executed by the Holder or by his or its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause this Warrant to be transferred on its books to any person
if, in the opinion of counsel to the Company, such transfer does not comply with
the provisions of the Act and the rules and regulations thereunder.

         3.       The Company shall at all times during the Exercise Period
reserve and keep available out of its authorized and unissued Common Stock,
solely for the purpose of providing for the exercise of the Warrants, such
number of shares of Common Stock as shall, from time to time, be sufficient
therefor. The Company covenants that all Warrant Shares, upon receipt by the
Company of the full payment therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.

         4.       Subject to the provisions of this Section 4, the Exercise
Price in effect from time to time shall be subject to adjustment, as follows:

                  (a)  In case the Company shall at any time after the date the
Warrants were first issued 1. declare a dividend on the outstanding Common Stock
payable in shares of its capital stock, 2. subdivide the outstanding Common
Stock, or 3. combine the outstanding Common Stock into a smaller number of
shares, then, in each case, the Exercise Price in effect, and the number of
shares of Common Stock issuable upon exercise of the Warrants outstanding, at
the time of the record date for such dividend or of the effective date of such
subdivision or combination, shall be proportionately adjusted so that the
holders of the Warrants after such time shall be entitled to receive the
aggregate number and kind of shares, for the same aggregate Exercise Price as in
effect immediately prior to such dividend, subdivision or combination, which, if
such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, or combination. Such adjustment shall be made
successively whenever any event listed above shall occur.

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                  (b)  All calculations under this Section 4 shall be made to
the nearest cent or to the nearest share, as the case may be; provided, however
that, no adjustment in the Exercise Price shall be required if such adjustment
is less than $.01; and provided, further, that any adjustments which by reason
of this Section 4 are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. The Company shall not be required to
issue fractions of shares of Common Stock or other capital stock of the Company
upon the exercise of this Warrant. If any fraction of a share would be issuable
on the exercise of this Warrant (or specified portions thereof), the Company
shall purchase such fraction for an amount in cash equal to the same fraction of
the fair market value of such share of Common Stock on the date of exercise of
this Warrant.

                  (c)  In any case in which this Section 4 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event (an "Event"), the Company may elect to defer, until the
occurrence of such Event, issuing to the Holder, if the Holder exercised this
Warrant after such record date, the shares of Common Stock, if any, issuable
upon such exercise over and above the number of Warrant Shares, if any, issuable
upon such exercise on the basis of the Exercise Price in effect prior to such
adjustment; provided, however, that the Company shall deliver to the Holder a
due bill or other appropriate instrument evidencing the Holder's right to
receive such additional shares upon the occurrence of the Event requiring such
adjustment.

                  (d)  Whenever there shall be an adjustment as provided in this
Section 4, the Company shall within 15 days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Warrant
Shares issuable hereunder and the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

                  (e)  If and whenever, on or after the date of this Warrant,
the Company shall issue, sell or grant shares of Common Stock, or in accordance
with clause (f) below is deemed to have issued, sold or granted shares of its
Common Stock, for consideration per share therefor of less than the Exercise
Price then in effect (the "Dilutive Price" and each such occurrence, hereinafter
referred to as a "Dilutive Event"), then forthwith upon the occurrence of any
such Dilutive Event, the Exercise Price shall be reduced to that amount
calculated by multiplying the Exercise Price in effect immediately before such
adjustment by a fraction (A) the numerator of which is (i) the number of shares
of Common Stock outstanding immediately prior to the Dilutive Event plus (ii)
the number of shares of Common Stock issued as part of the Dilutive Event
multiplied by a fraction the numerator of which is the Dilutive Price and the
denominator of which is the Exercise Price and (B) the Denominator of which is
the number of shares of Common Stock outstanding immediately following the
Dilutive Event. The number of Warrant Shares subject to this Warrant shall
thereupon be



                                       4

adjusted by multiplying the number of Warrant Shares subject to this Warrant
immediately prior to the Dilutive Event by a fraction (X) the numerator of which
is the Exercise Price immediately prior to the Dilutive Event and (Y) the
denominator of which is the Exercise Price immediately after the adjustment set
forth in this paragraph.

                  (f)  For purposes of determining the adjusted Exercise Price
pursuant to clause (e) above, the following events shall be deemed to be an
issuance and sale of shares of Common Stock by the Company:

                           (i) Issuance of Rights or Options. If:

                                    (A) the Company, during the Exercise Period,
in any manner, hereafter grants any rights or options to subscribe for, or to
purchase, shares of Common Stock, or any securities convertible into or
exchangeable for any shares of Common Stock in the Company (such rights or
options referred to herein as "Options" and such convertible or exchangeable
securities referred to herein as "Convertible Securities"); and

                                    (B) the price per unit of the shares of
Common Stock issuable upon the exercise of such Options or upon conversion or
exchange of such Convertible Securities is less than the Exercise Price in
effect immediately prior to the time of the granting of such Options, then the
shares of Common Stock issuable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities will be deemed to have
been issued and sold by the Company for such lesser Price Per Unit. For the
purposes of this clause (f) the "Price Per Unit" is determined by dividing: (X)
the total amount, if any, received by the Company as consideration for the
granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (Y) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options. No
further adjustment of the Exercise Price will be made when Convertible
Securities are actually issued upon the exercise of such Options or when shares
of Common Stock are actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.

                           (ii) Calculation of Consideration Received. If any
shares of Common Stock, Options or Convertible Securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received therefor
or the Price Per Unit, as the case may be, will be deemed to be the net amount
received or to be received, respectively, by the Company therefor. In case any
shares of Common Stock, Options or Convertible Securities are issued or sold for
a consideration other than cash, the amount of the consideration other than cash
received by the Company or the non-cash portion of the Price Per Unit, as the
case may be, will be the fair market value of such consideration received or to
be received, respectively, by the Company. If any shares of Common


                                       5

Stock, Options or Convertible Securities are issued in connection with any
merger in which the Company is the surviving Company, the amount of
consideration therefor will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving Company as is attributable to
such shares of Common Stock, Options or Convertible Securities, as the case may
be. The fair value of any consideration other than cash and marketable
securities will be determined jointly by the Company and the Holder. If such
parties are unable to reach agreement within a reasonable period of time, the
fair value of such consideration will be determined by an independent appraiser
jointly selected by the Company and the Holder.

                           (iii) Integrated Transactions. In case any Option is
issued in connection with the issuance or sale of other securities of the
Company, together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
will be deemed to have been issued for a consideration of $0.01.

                           (iv) Record Date. If the Company takes a record of
the holders of capital stock for the purpose of entitling them: (i) to receive a
dividend or other distribution payable in shares of capital stock in the
Company, Options or Convertible Securities; or (ii) to subscribe for or purchase
shares of capital stock in the Company, Options or Convertible Securities, then
such record date will be deemed to be the date of the issuance or sale of the
shares of capital stock deemed to have been issued or sold upon the declaration
of such dividend or upon the making of such other distribution or the date of
the granting of such right of subscription or purchase, as the case may be.

         5.       In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger or consolidation in which
the Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety (such
actions being hereinafter collectively referred to as "Reorganizations"), there
shall thereafter be deliverable upon exercise of this Warrant (in lieu of the
number of shares of Common Stock theretofore deliverable) the kind and amount of
shares of stock or other securities or property receivable upon such
Reorganization by a holder of the number of shares of Common Stock, for which
this Warrant might have been exercised immediately prior to such Reorganization.
In case of any Reorganization, appropriate adjustment, as determined in good
faith by the Board of Directors of the Company, shall be made in the application
of the provisions herein set forth with respect to the rights and interests of
the Holder so that the provisions set forth herein shall thereafter be
applicable, as nearly as possible, in relation to any shares or other property
thereafter deliverable upon exercise of this Warrant. Any such adjustment shall
be made by and set forth in a supplemental agreement between the Company, or any
successor thereto, and the Holder and shall for all purposes hereof conclusively
be deemed to be an appropriate adjustment. The Company shall not effect any such
Reorganization unless upon or prior to the consummation thereof the successor
corporation, or if the Company shall be the surviving corporation in any such
Reorganization and is not the issuer of the shares of stock or other securities
or property to be delivered to holders of shares of the Common Stock outstanding


                                       6

at the effective time thereof, then such issuer, shall assume by written
instrument the obligation to deliver to the Holder such shares of stock,
securities, cash or other property as the Holder shall be entitled to purchase
in accordance with the foregoing provisions.

                  In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination of the outstanding shares of Common Stock, but
including any change of the shares of Common Stock into two or more classes or
series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination of the outstanding shares of Common
Stock, but including any change of the shares into two or more classes or series
of shares), the Holder shall have the right thereafter to receive upon exercise
of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, consolidation, or merger.
Thereafter, appropriate provision shall be made for adjustments which shall be
as nearly equivalent as practicable to the adjustments in Section 4.

                  The above provisions of this Section 5 shall similarly apply
to successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

         6.       Upon thirty (30) days' prior written notice to the Holder,
which notice may be given by the Company only if within the preceding thirty
(30) days the Common Stock has had a closing sale price for twenty (20)
consecutive trading days of $7.00 or more on any national securities exchange on
which the Common Stock is listed or, if not so listed, on the Nasdaq National
Market or any other Nasdaq market to which the Common Stock is admitted for
trading or, if not so admitted for trading, on the over-the-counter Bulletin
Board, the Company may call this Warrant for a price equal to the par value of
the Warrant Shares issuable upon exercise of this Warrant. The date set for such
purchase of this Warrant in the notice given by the Company in accordance with
the preceding sentence is herein referred to as the "Call Date." Notwithstanding
any such call notice, the Holder shall continue to have the right to exercise
this Warrant as provided above until the Call Date.

         7.       In case at any time the Company shall propose:

                  (a)  to pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per
share than the most recent such cash dividend) to


                                       7


all holders of Common Stock; or

                  (b)  to issue any rights, warrants or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants or other securities; or

                  (c)  to effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance
of property, described in Section 5; or

                  (d)  to effect any liquidation, dissolution or winding-up of
the Company;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 10
days prior to 1. the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined or 2. the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shards,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up.

         8.       The issuance of any shares or other securities upon the
exercise of this Warrant and the delivery of certificates or other instruments
representing such shares or other securities shall be made without charge to the
Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9.       The Warrant Shares issued upon exercise of the Warrant shall
be subject to a stop transfer order. The certificate or certificates evidencing
such Warrant Shares shall bear the following legend unless the Warrant Shares
are registered pursuant to the Act:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"), and may not be transferred unless a registration
                  statement under the Act is in effect as to that transfer or,
                  in the opinion of counsel reasonably


                                       8

                  satisfactory to the Company, registration under the Act is not
                  necessary for that transfer to comply with the Act."

         10.      Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor and denomination.

         11.      The Holder of any Warrant shall not have, solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

         12.      This Warrant shall be governed by and construed in accordance
with the law of the State of New York applicable to agreements made and to be
performed in such State.

Dated:  March __, 2005

                                                   NOVELOS THERAPEUTICS, INC.


                                                   By: /s/ Harry Palmin
                                                       ----------------
                                                           Name:  Harry Palmin
                                                           Title: President

















                                       9


                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant).

       FOR VALUE RECEIVED, ___________ hereby sells, assigns and transfers unto:

       Name:
                --------------------------------------------

       Address:
                   -----------------------------------------

                   -----------------------------------------

                   -----------------------------------------

       Social Security or Tax Identification Number


       -------------------------------------------------



a Warrant to purchase ______ shares of Common Stock, $.00001 par value per
share, of Novelos Therapeutics, Inc. (the "Company"), together with all right,
title, and interest therein, and does hereby irrevocably constitute and appoint
_______________ attorney to transfer such Warrant on the books of the Company,
with full power of substitution.

Dated: ___________________
                                  Name:
                                       -----------------------------------------

                                  Address:
                                          --------------------------------------





                                  Social Security or Tax Identification Number



                                  Signature:
                                             -----------------------------------

                                  NOTE:  The above signature should correspond
                                         exactly with the name on the first
                                         page of this Warrant.



                          FORM OF ELECTION TO EXERCISE


To:      Novelos Therapeutics, Inc.
         One Gateway Center, Suite 504
         Newton, MA 02458
         Attn: Harry Palmin, President


         The undersigned hereby exercises his or its rights to purchase ________
Warrant Shares covered by the within Warrant [by cashless exercise/and tenders
payment herewith in the amount of $_______] in accordance with the terms
thereof, and requests that certificates for such securities be issued in the
name of, and delivered to:

         Name:
                  -----------------------------------------------------

         Address:
                  -----------------------------------------------------


                  -----------------------------------------------------


         Social Security or Tax Identification Number _________________________


and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated: ___________________

                                  Name:
                                       -----------------------------------------

                                  Address:
                                          --------------------------------------





                                  Social Security or Tax Identification Number



                                  Signature:
                                             -----------------------------------

                                  NOTE: The above signature should correspond
                                  exactly with the name on the first page of
                                  this Warrant or with the name of the assignee
                                  appearing in the Form of Assignment.