EXHIBIT 7

  REASONS (L'EXPOSE DES MOTIFS) FOR THE DRAFT RESOLUTIONS PROPOSED BY OSCAR S.
 SCHAFER & PARTNERS I LP, OSCAR S. SCHAFER & PARTNERS II LP AND O.S.S. OVERSEAS
                FUND LTD (COLLECTIVELY, THE "OSS SHAREHOLDERS").

          Flamel's  technology has the potential to revolutionize drug delivery.
Flamel has entered into partnerships with many leading pharmaceutical companies.
These partnerships apply Flamel's  technologies to improve the  bioavailability,
extend the  effectiveness,  and increase the patient  compliance of major drugs.
The OSS  Shareholders  believe that the  potential  exists for Flamel to partner
with many  additional  companies.  However,  we  believe  that  these  potential
opportunities are not being sufficiently  developed,  which has led to the steep
decline in Flamel's share price.

          In light of this,  we are  proposing  new  directors  to  replace  the
existing board of directors. The OSS Shareholders believe the new directors will
provide the strategic  leadership  and direction to enable  management to unlock
Flamel's enormous potential and realize its long-term value for shareholders.

          The OSS  shareholders  hereby are  proposing a  three-person  board of
directors who can help the company open doors to potential partners, and provide
sufficient  strategic  direction  to the  management.  Each  director  has broad
experience  in a variety of  industries  with a proven  track record of creating
shareholder value. In particular:

          o    Randy H. Thurman has both deep  experience in the  pharmaceutical
               and medical technology  industries and has successfully served as
               the lead director of Valeant Pharmaceuticals International,  Inc,
               after  having  led  a  successful  dissident  proxy  contest  for
               Valeant.

          o    Cornelis  (Cor)  Boonstra has a lifetime of marketing  experience
               and is widely  credited with having  revitalized  the fortunes of
               Philips  Electronics  NV during his tenure as Chairman  and Chief
               Executive Officer from 1996 to April 2001.

          o    Elie Vannier has deep operating and financial experience,  having
               been both a business  executive and a banker.  He has also served
               as  chairman  of the  French  Center  for the Study of  Corporate
               Governance.

          It is expected that this three-person board, if elected,  may take the
subsequent  actions necessary  (including  calling an extraordinary  shareholder
meeting) to increase the size of the board and elect additional directors, which
may include one or more members of the current board of directors.