8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2004

BOSTON LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-6533	87-0277826
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Newbury Street, 5th Floor Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (617) 425-0200

Item 5. Other Events

On June 15, 2004, the Company entered into a settlement and standstill agreement with Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P. (the “Investor Group”). Under the terms of the settlement, the Company reconstituted its Board of Directors at five members, consisting of Marc E. Lanser, Robert Langer, John T. Preston, Robert L. Gipson and Michael J. Mullen. S. David Hillson retired as Chairman of the Board and as a director and consultant of the Company. In order to facilitate the settlement, Colin B. Bier and E. Christopher Palmer also resigned from the Board as independent directors. Mr. Preston, Mr. Gipson and Mr. Mullen were elected to the Board.

Mr. Preston is President and Chief Executive Officer of Atomic Ordered Materials LLC and Senior Lecturer at the Massachusetts Institute of Technology (“MIT”). From 1992 through 1995, Mr. Preston served as Director of Technology Development at MIT. From 1986 to 1992 Mr. Preston was Director of the MIT Technology Licensing Office where he was responsible for the commercialization of intellectual property developed at MIT. Some of Mr. Preston’s prior appointments include director or advisory positions for the Governor of Massachusetts, the U.S. Department of Defense, The National Aeronautics and Space Administration and the Technology Board of Singapore. Mr. Preston holds an MBA from Northwestern University and a BS in Physics from the University of Wisconsin. Mr. Preston is also a member of the Board of Directors of Clean Harbors, Inc. and is also a member of the Board of Directors of several private companies.

Mr. Gipson has been a Senior Director at Ingalls & Snyder, LLC, an investment management and brokerage firm, since 1999. Prior to that, Mr. Gipson was a Managing Director at Ingalls & Snyder, LLC. Mr. Gipson has also been a General Partner of Ingalls & Snyder Value Partners, L.P., an investment partnership, since its inception. Mr. Gipson is a graduate of Princeton University.

Mr. Mullen has been the Chief Financial Officer of JMH Capital, a private equity firm, since February 2003. From September 2000 to December 2002, Mr. Mullen was the Chief Financial Officer of Magellan Discovery Technologies, a private equity sponsored buyout firm. From March 1999 to September 2000, Mr. Mullen was the Chief Financial Officer and Director of Integration for the Analytical Instrument Strategic Business Unit of PerkinElmer Inc., a provider of scientific instruments, consumables and services. From December 1995 to March 1999, Mr. Mullen was the Controller of Thermo Optek, a publicly traded subsidiary of Thermo Electron and manufacturer of spectroscopy instrumentation for molecular and elemental analysis. Mr. Mullen received his B.B.A. from James Madison University.

The terms of the settlement also contemplate that upon the hiring of a new Chief Executive Officer, the size of the Board of Directors shall be increased to seven members and the new Chief Executive Officer and an independent director nominated by the Chief Executive Officer and reasonably acceptable to the Board shall be elected to the Board of Directors.

The settlement provides that the Company shall recommend to shareholders at the 2004 annual meeting, and that the Investor Group shall vote the shares over which it has voting power in favor of, and use good faith efforts to cause its affiliates to so vote shares over which they have voting power, for:

· the election of Messrs. Lanser, Langer, Preston, Gipson and Mullen (and, if a Chief Executive Officer and his or her nominee have been elected to the Board, such individuals) as directors;

· an amendment to the Company’s certificate of incorporation increasing to 80,000,000 the number of shares of its common stock authorized for issuance; and

· an amendment to the Company’s 1998 omnibus stock option plan to increase to 6,100,000 the number of shares issuable upon exercise of options granted thereunder.

Pursuant to the settlement, the Investor Group also agreed not to seek the removal of any of the directors prior to March 31, 2005 and entered into a mutual release of claims with the Company, Mr. Hillson and Dr. Lanser. As contemplated by the settlement, the Company obtained a release of the security interest on its property securing its 10% Convertible Senior Secured Promissory Notes held by Ingalls & Snyder Value Partners, L.P. by providing an irrevocable standby letter of credit in the amount of $4,785,550 to collateralize the Notes. The Company also paid $300,000 to Ingalls & Snyder, LLC as reimbursement for certain expenses as part of the settlement.

The Company also entered into an employment agreement with Dr. Lanser providing for his continued employment with the Company and a separation agreement with Mr. Hillson regarding his retirement. Dr. Lanser’s employment agreement is effective for a

term of one year, provides for a base salary of $308,000 per year plus other benefits and includes confidentiality and non-competition provisions. If the Company terminates Dr. Lanser’s employment for reasons other than cause or Dr. Lanser resigns for any reason, Dr. Lanser is entitled to receive nine months of base salary continuation, payable in accordance with the regular payroll practices of the Company.

Mr. Hillson’s separation agreement provides for a lump sum payment of $187,500, which represents the balance of consulting fees due to Mr. Hillson under his existing agreement with the Company, and a lump sum payment of $90,000 in recognition of Mr. Hillson’s contributions to the Company and loss of certain other benefits under his existing agreement with the Company. Pursuant to the terms of the separation agreement, the Company has granted new options to Mr. Hillson to purchase 200,000 shares of common stock at the price of $1.00 per share and has cancelled options previously granted to Mr. Hillson to purchase 400,000 shares of common stock at prices ranging from $3.625 per share to $7.8125 per share. The separation agreement further provides that all of Mr. Hillson’s remaining stock options are fully vested. The separation agreement requires that Mr. Hillson continue to satisfy his obligations under the non-competition, confidentiality, invention assignment and non-solicitation provisions of his existing agreement with the Company and that he release the Company from claims related to his position on the Company’s Board of Directors and his employment.

In connection with his retirement, Mr. Hillson also made a written request under the terms of his indemnity agreement with the Company that the Company create an indemnity trust for his benefit and fund the trust in the amount of $100,000. In response to the request, on June 15, 2004, the Company entered into a directors and officers indemnity trust agreement with Mr. Hillson and Boston Private Bank & Trust Company, as trustee, and funded the trust with $100,000. Mr. Hillson may, from time to time, request withdrawals of funds from the trust in the event that he becomes entitled to receive indemnification payments or advances from the Company.

The foregoing discussion of the settlement and other transactions is qualified in its entirety by reference to the agreements, copies of which are filed as exhibits to this Form 8-K and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

99.1	Press Release issued by the Company on June 16, 2004.
99.2	Settlement and Standstill Agreement dated as of June 15, 2004 by and among the Company, Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P.
99.3	Mutual Release of Claims dated as of June 15, 2004 by and among the Company, S. David Hillson, Marc E. Lanser, Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P.
99.4	Separation Agreement dated May 27, 2004 between the Company and S. David Hillson and Letter Agreement dated June 10, 2004 between the Company and S. David Hillson.
99.5	Employment Agreement dated June 10, 2004 between the Company and Marc E. Lanser.
99.6	Director and Officer Indemnity Trust Agreement dated June 15, 2004 between the Company, S. David Hillson and Boston Private Bank & Trust Company, as Trustee.
99.7	Irrevocable Standby Letter of Credit issued to Ingalls & Snyder Value Partners, L.P. on June 15, 2004 by Boston Private Bank & Trust Company.
99.8	Continuing Letter of Credit and Security Agreement dated as of June 15, 2004 between the Company and Boston Private Bank & Trust Company.
99.9	Security Agreement dated as of June 15, 2004 between the Company and Boston Private Bank & Trust Company.

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SIGNATURE

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 hereunto duly authorized.

	BOSTON LIFE SCIENCES, INC.
Date: June 17, 2004	By:	/s/    JOSEPH HERNON
	Name:	Joseph Hernon
	Title:	Chief Financial Officer and Secretary

EXHIBIT INDEX

The following designated exhibits are incorporated by reference or filed with this report, as indicated:

99.1	Press Release issued by the Company on June 16, 2004.
99.2	Settlement and Standstill Agreement dated as of June 15, 2004 by and among the Company, Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P.
99.3	Mutual Release of Claims dated as of June 15, 2004 by and among the Company, S. David Hillson, Marc E. Lanser, Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P.
99.4	Separation Agreement dated May 27, 2004 between the Company and S. David Hillson and Letter Agreement dated June 10, 2004 between the Company and S. David Hillson.
99.5	Employment Agreement dated June 10, 2004 between the Company and Marc E. Lanser.
99.6	Director and Officer Indemnity Trust Agreement dated June 15, 2004 between the Company, S. David Hillson and Boston Private Bank & Trust Company, as Trustee.
99.7	Irrevocable Standby Letter of Credit issued to Ingalls & Snyder Value Partners, L.P. on June 15, 2004 by Boston Private Bank & Trust Company.
99.8	Continuing Letter of Credit and Security Agreement dated as of June 15, 2004 between the Company and Boston Private Bank & Trust Company.
99.9	Security Agreement dated as of June 15, 2004 between the Company and Boston Private Bank & Trust Company.

EX-99.1

Exhibit 99.1

Boston Life Sciences Reaches a Settlement Agreement with Ingalls & Snyder

BOSTON—(BUSINESS WIRE)—June 16, 2004—Boston Life Sciences, Inc. (NASDAQ: BLSI) announced today that it has entered into a settlement and standstill agreement with Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls & Snyder Value Partners, L.P. (the “Investor Group”). The execution of the settlement and standstill agreement enables the company to focus on advancing its important drug development programs without incurring the considerable expense and disruption of a threatened proxy contest at the upcoming 2004 annual meeting of shareholders.

Under the terms of the settlement, the Company fixed the size of its Board of Directors at five members, which now consists of Marc E. Lanser, Robert Langer, John T. Preston, Robert L. Gipson and Michael J. Mullen. S. David Hillson has retired as Chairman of the Board and as a director of the Company. In order to facilitate the settlement, and provide for the election of two new directors, Colin B. Bier and E. Christopher Palmer have resigned from the Board as independent directors. The terms of the settlement contemplate that upon the hiring of a new Chief Executive Officer, the size of the Board of Directors shall be increased to seven members and the new Chief Executive Officer and an independent director nominated by the Chief Executive Officer and reasonably acceptable to the Board shall be elected to the Board of Directors. The Company will obtain a termination and discharge of the security interest on its property securing its 10% Convertible Senior Secured Promissory Notes held by Ingalls & Snyder Value Partners, L.P. by providing a letter of credit to collateralize the Notes.

Marc E. Lanser, the Company’s President, said “We are pleased to be able to resolve this matter and remove the uncertainty created by the threatened proxy contest. We feel that this settlement is in the best interest of our shareholders and will enable us to more effectively recruit a new Chief Executive Officer. We extend our gratitude to David Hillson upon his retirement for his many years of service and leadership. We also extend our appreciation to Colin Bier and Christopher Palmer for their long and valued service as independent directors and for their willingness to step down from the Company’s Board in order to enable the parties to resolve the proxy contest on an amicable and mutually agreeable basis. We look forward to working in collaboration with our Board of Directors to advance our important drug development programs and to maximize shareholder value.”

Robert L. Gipson, Senior Director of Ingalls & Snyder, LLC, said “I am pleased to be part of a new Board of Directors and believe that the new structure places the Company in a good position to achieve its goals.”

Dr. Robert Langer, speaking on behalf of the Board, said, “With this issue behind us, we look forward to refocusing the Board’s and management’s efforts on developing the exciting scientific potential of the Company.”

Boston Life Sciences, Inc. (BLSI) is a development stage biotechnology company engaged in the research and development of novel therapeutic and diagnostic solutions for central

nervous system diseases (CNS) and cancer. In addition to ALTROPANE, BLSI’s products in development include: FLUORATEC(TM), a radioimaging agent for the diagnosis of PD and ADHD; Inosine and AF-1, nerve growth factors for the treatment of acute and chronic CNS disorders; Troponin I, a naturally-occurring anti-angiogenesis factor for the treatment of solid tumors; and novel therapies for the treatment of PD and ADHD.

Statements made in this press release other than statements of historical fact represent forward-looking statements. Such statements include, without limitation, statements regarding expectations or beliefs as to future results or events, such as the expected timing and results of clinical trials, discussions with regulatory agencies, schedules of IND, NDA and all other regulatory submissions, the timing of product introductions, the possible approval of products (including the ultimate approvability of ALTROPANE), and the market size and possible advantages of the Company’s products. All such forward-looking statements involve substantial risks and uncertainties, and actual results may vary materially from these statements. Factors that may affect future results include: the availability and adequacy of financial resources, delays in the regulatory or development processes, results from clinical and pre-clinical trials, regulatory decisions (including the FDA’s discretion following completion of this single, pivotal Phase III trial to require the Company to conduct additional clinical trials in order to achieve approvability of ALTROPANE), market acceptance of the Company’s products, the ability to obtain intellectual property protection, the outcome of discussions with potential partners and other possible risks and uncertainties that have been noted in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K.

CONTACT: Boston Life Sciences, Inc.

Joseph Hernon, 617-425-0200

jhernon@bostonlifesciences.com

EX-99.2

Exhibit 99.2

SETTLEMENT AND STANDSTILL AGREEMENT

THIS SETTLEMENT AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2004 by and among (i) Ingalls & Snyder, LLC, a limited liability company organized under the laws of the State of New York, (ii) Ingalls & Snyder Value Partners, L.P., a limited partnership organized under the laws of the State of New York (“ISVP”), (iii) Robert L. Gipson, (iv) Thomas O. Boucher, Jr., (each of (i) - (iv), an “Investor” and collectively, the “Investors”) and (v) Boston Life Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).

RECITALS

WHEREAS, each of the Investors is the Beneficial Owner of the shares of common stock, par value $0.01 per share (“Common Stock”), of the Company set forth with respect to such Investor in the statement on Schedule 13D, as amended, filed by the Investors with the Securities and Exchange Commission (the “Schedule 13D”) (the term “Beneficial Owner” as used in this Agreement having the meaning given the term in Rule 13(d)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the terms “Beneficially Own” and “Beneficial Ownership” applying to securities held by a Beneficial Owner of such securities);

WHEREAS, the Investors have stated in the Schedule 13D that they plan to seek changes in the Company’s Board of Directors and have filed certain litigation against the Company and its directors; and

WHEREAS, the Company and the Investors have determined that it is the best interest of the Company’s shareholders to resolve their disputes with respect to the composition of the Company’s Board of Directors and other matters on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Company and the Investors hereby agree as follows:

1. Board Composition and 2004 Annual Meeting of Shareholders.

1.1 New Directors; Chief Executive Officer.

(a) The Company has taken all appropriate action and the Company’s Board of Directors has adopted resolutions (copies of which have been given to the Investors), which will be effective as of the execution and delivery of this Agreement by all parties (the “Effective Time”), to provide for the following: (i) fixing the size of the Company’s Board of Directors at five (5), (ii) the resignation of Colin B. Bier, S. David Hillson and E. Christopher Palmer as

directors of the Company and (iii) the election and appointment of Robert L. Gipson, Michael J. Mullen and John T. Preston as directors of the Company to fill the vacancies resulting from the resignations of Colin B. Bier, S. David Hillson and E. Christopher Palmer. For the elimination of doubt, pursuant to the foregoing sentence, at the Effective Time, the Company shall cause its Board of Directors to consist of the following persons: Robert L. Gipson, Robert Langer, Marc E. Lanser, Michael J. Mullen and John T. Preston (the “New Directors”). For purposes of the Company’s Amended and Restated 1990 Non-Employee Directors’ Non-Qualified Stock Option Plan and the Company’s 1998 Omnibus Stock Option Plan, the resignation of Messrs. Bier, Hillson and Palmer pursuant to this Section 1.1(a) shall be treated as a termination without cause.

(b) Upon the hiring by the Company after the date of this Agreement of a new Chief Executive Officer of the Company (the “New CEO”), the Company shall increase the size of the Company’s Board of Directors by two (2) and the Company’s Board of Directors shall elect and appoint as Directors of the Company to fill the newly-created directorships the New CEO and an independent director recommended by the New CEO and reasonably acceptable to the Company’s Board of Directors (the “CEO Designee”).

1.2 Nominees for Election and Other Proposals at 2004 Annual Meeting.

(a) The Company has taken all appropriate action and the Company’s Board of Directors has adopted resolutions (copies of which have been given to the Investors), which will be effective as of the Effective Time, to provide for the call and holding of the 2004 annual meeting of the Company’s shareholders (the “2004 Annual Meeting”) on July 30, 2004, and a record date for shareholders entitled to notice of and to vote at the 2004 Annual Meeting of June 14, 2004.

(b) The Company shall nominate for election as directors of the Company at the 2004 Annual Meeting the New Directors and, if the New CEO and CEO Designee have been added as directors of the Company prior to the mailing to its shareholders of the Company’s proxy materials for the 2004 Annual Meeting, the New CEO and the CEO Designee (collectively, the “Nominees”) and shall fix the number of directors comprising the entire Board of Directors of the Company to be elected at the 2004 Annual Meeting at the number of Nominees. The Company shall use its best efforts to ensure that the Nominees are elected as directors of the Company at the 2004 Annual Meeting. In furtherance of the foregoing: (i) in connection with the 2004 Annual Meeting, the Company’s Board of Directors shall recommend that the Company’s shareholders vote to elect the Nominees as directors of the Company; (ii) the Company shall include the foregoing recommendation in its proxy materials for the 2004 Annual Meeting; and (iii) the Company’s form of proxy shall solicit authority to vote for the Nominees and no other persons.

(c) If, at any time prior to the 2004 Annual Meeting, one or more of the Nominees for any reason is unwilling or unable to be nominated or to stand

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for election at the 2004 Annual Meeting, the Board of Directors of the Company may select a replacement Nominee.

1.3 Other Proposals for the 2004 Annual Meeting. Following the Effective Time and prior to the date that the Company mails its proxy materials to shareholders in connection with its 2004 Annual Meeting, the Company’s Board of Directors shall approve the following matters and recommend them to the shareholders for approval at such meeting (the “Shareholder Proposals”):

(a) an amendment of the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on March 29, 1996 as heretofore amended, to increase to 80,000,000 the number of shares of Common Stock authorized for issuance; and

(b) an amendment of the Company’s 1998 Omnibus Stock Option Plan to increase to 6,100,000 the number of shares issuable upon the exercise of options granted thereunder.

In furtherance of the foregoing, the Company shall include the foregoing recommendation in its proxy materials and the Company’s form of proxy shall solicit authority to vote for these matters.

1.4 Action by Investors. Each of the Investors shall vote the shares of Common Stock over which it or he has voting power in favor of the election of the Nominees as directors of the Company and in favor of the Shareholder Proposals at the 2004 Annual Meeting, and shall use good faith efforts to cause its or his Affiliates to so vote shares of Common Stock over which they have voting power. Each Investor agrees not to (and Messrs. Gipson and Boucher agree to cause their respective spouses and children not to) seek the removal of any Nominee as a director of the Company prior to March 31, 2005, acting as a shareholder of the Company, it being understood that this sentence shall in no way restrict any person’s actions as a director of the Company.

2. Representations and Warranties.

2.1 By the Investors. Each Investor, on behalf of itself and not any other Investor, represents and warrants to the Company as follows:

(a) Such Investor has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and (if not an individual) has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) Such Investor (if not an individual) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

(c) This Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, subject to applicable principles

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of equity, bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors’ rights generally;

(d) Neither the execution and the delivery of this Agreement by such Investor, nor the consummation by such Investor of the actions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Investor is subject or (if not an individual) any provision of the organizational documents of such Investor or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent or notice (other than those obtained or made) under, any agreement, contract, lease, license, instrument, judgment, decree, order or other arrangement to which such Investor is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any security interest upon any of its assets), nor is such Investor required to obtain the approval or consent of any person or entity to effect the actions contemplated hereby (other than those obtained); and

(e) The Schedule 13D correctly sets forth the shares of Common Stock Beneficially Owned by such Investor.

2.2 By the Company. The Company represents and warrants to each Investor as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and the resolutions of the Board of Directors of the Company referred to in Section 1.1(a) were unanimously approved by the Directors of the Company;

(b) This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable principles of equity, bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors’ rights generally;

(c) Neither the execution and the delivery of this Agreement by the Company, nor the consummation by the Company of the actions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the Certificate of Incorporation or By-Laws of the Company, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of the Company’s obligations under, create in any party the right to accelerate rights under, receive additional benefits under, terminate, modify, or cancel, or require

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any consent or notice (other than those obtained or made) under (whether due to the occurrence of a “Change of Control” or similar concept or otherwise), any agreement, contract, lease, license, instrument, judgment, decree, order or other arrangement to which the Company is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any security interest upon any of its assets) (except as may apply under any Indemnity Agreement between the Company and any of its officers or directors which conforms to the form filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for 2003 or as provided with respect to certain stock options of Messrs. Bier, Hillson and Palmer due to the final sentence of Section 1.1(a)), or (iii) cause or result in (whether or not after the lapse of time) the occurrence of a Distribution Date (as defined in the Rights Agreement dated as of September 11, 2001 between the Company and Continental Stock Transfer & Trust Company, as rights agent, as presently in effect, nor is the Company required to obtain the approval or consent of any person or entity to effect the actions contemplated hereby (other than those obtained);

(d) The Company has not granted a release of any Claim (as defined in Exhibit A hereto) that the Company now has or ever had against any of the Released Company Parties (as defined in Exhibit A hereto);

(e) The Separation Agreement (as defined in Section 3.3(a)) sets forth the sole agreement and arrangement under which the Company or any of its Subsidiaries has any obligation to make any payment or provide any other benefit, directly or indirectly, to S. David Hillson, any member of his family or any of their respective Affiliates, and the Employment Agreement (as defined in Section 3.3(b)) sets forth the sole agreement or arrangement under which the Company or any of its Subsidiaries has any obligation to make any payment or provide any other benefit, directly or indirectly, to Marc E. Lanser, any member of his family or any of their respective Affiliates, except for the two Indemnity Agreements dated as of March 26, 2004, between the Company, on the one hand, and Mr. Hillson or Mr. Lanser, on the other (which conform to the form filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for 2003), the stock options referred to in Section 2(f), insurance policies maintained by the Company, the Company’s Certificate of Incorporation and By-Laws and, in the case of Mr. Lanser, benefits available generally to employees of the Company under the Company’s employee benefit plans; and

(f) There are no outstanding options to purchase any securities of the Company granted by the Company to any officer or director of the Company and no such options have been granted by the Company since December 31, 2002, except as disclosed in the amendment to the Company’s Annual Report on Form 10-K for 2003, filed with the SEC on April 28, 2004, and for the options set forth on Schedule 1 hereto.

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3. Other Concurrent Actions.

3.1 Mutual Release of Claims. At the Effective Time, the Company, S. David Hillson, Marc E. Lanser and the Investors will execute and deliver the Mutual Release of Claims, in the form set forth on Exhibit A hereto.

3.2 Convertible Note. At the Effective Time, the Company shall provide to ISVP cash collateral or letters of credit sufficient for the release of the collateral under the 10% Convertible Senior Secured Promissory Note dated July 25, 2002 in the aggregate principal amount of $4,000,000 issued by the Company to ISVP and all other promissory notes issued pursuant thereto as payment of interest thereon (or as interest on such other promissory notes).

3.3 Consulting/Employment Arrangements.

(a) S. David Hillson has reached a separation agreement with the Company (the “Separation Agreement”), in the form of Exhibit B, to resign as a director of the Company. At the Effective Time, Mr. Hillson and the Company shall furnish an executed copy of the Separation Agreement to the Investors and shall enter into a letter agreement regarding the Separation Agreement in the form of Exhibit B-1.

(b) At the Effective Time, Marc E. Lanser and the Company shall enter into an employment agreement in the form of Exhibit C (the “Employment Agreement”).

3.4 Publicity. On the date hereof after the Effective Time, the Company shall issue the press release in the form of Exhibit D.

3.5 Expenses. At the Effective Time, the Company shall pay $300,000 to Ingalls & Snyder, LLC by wire transfer of immediately available funds, as reimbursement of certain expenses of Investors.

3.6 Section 220 Request. Mr. Gipson confirms that his requests by letter dated November 18, 2003 and March 22, 2004, for certain records of the Company pursuant to Section 220 of the Delaware General Corporation Law have been terminated and no futher response thereto from the Company is required.

4. Miscellaneous.

4.1 Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it shall be effective upon delivery);

(b) by facsimile (in which case, it shall be effective upon receipt of confirmation of good transmission); or

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(c) by overnight delivery by a nationally recognized courier service (in which case, it shall be effective upon delivery);

in each case, to the address (or facsimile number) listed below:

If to the Company, to it at:

Boston Life Sciences, Inc.

20 Newbury Street, 5^th Floor

Boston, Massachusetts 02116

Telephone number: (617) 425-0200

Facsimile number: (617) 425-0996

Attention: Mr. Joseph P. Hernon

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone number: (617) 951-7000

Facsimile number: (617) 951-7050

Attention: Steven A. Wilcox, Esq.

If to the Investors, to any of them c/o:

Ingalls & Snyder, LLC

61 Broadway New York,

New York 10006

Telephone number: (212) 269-7800

Facsimile number: (212) 269-7893

Attention: Mr. Robert L. Gipson

with a copy to:

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

Telephone number: (212) 837-6000

Facsimile number: (212) 422-4726

Attention: John K. Hoyns, Esq.

Each of the parties to this Agreement may specify a different address or facsimile number by giving notice in accordance with this Section 4.1 to each of the other parties hereto.

4.2 Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns shall be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior

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written approval of the other parties. The terms and provisions of this Agreement shall not be binding upon any transferee of an Investor that acquires any securities subject to this Agreement, except that each Investor shall cause any of its Affiliates that acquires Common Stock from an Investor to comply with such Investor’s obligations under Section 1.4. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied shall give or be construed to give any person or entity, other than the parties and such successors and assignees, any legal or equitable rights hereunder.

4.3 Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be valid and binding unless it is in writing and signed, in the case of an amendment, by the Company and the Investors, or in the case of a waiver, by the party against whom the waiver is to be effective.

4.4 Entire Agreement. This Agreement, together with all documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto. For the elimination of doubt, the letter agreements dated March 12, 2003 between the Company and each of Robert L. Gipson and ISVP shall continue in effect.

4.5 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

4.6 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, each party hereto intends that such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.

4.7 Headings. The headings contained in this Agreement are for convenience purposes only and shall not in any way affect the meaning or interpretation hereof.

4.8 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

4.9 Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

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4.10 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that, without posting bond or other undertaking, the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by or before any governmental authority (an “Action”) instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert the defense that a remedy at law would be adequate.

4.11 Governing Law. This Agreement, the rights of the parties and all Actions arising in whole or in part under or in connection herewith, shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

4.12 Jurisdiction; Venue; Service of Process.

(a) Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware or the United States District Court located in the State of Delaware for the purpose of any Action between the parties arising in whole or in part under or in connection with this Agreement, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, that venue for the Action is improper in any of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts.

(b) Service of Process. Each party hereby (i) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified

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pursuant to Section 4.1, shall constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

(c) Actions in Other Courts and Locations. Notwithstanding Section 4.12(a), a party may commence an Action in a court and location other than as specified in Section 4.12(a) solely for the purpose of enforcing an order or judgment issued by one of the courts specified in Section 4.12(a).

4.13 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

4.14 Certain Definitions. The terms “Affiliate” and “Subsidiary” as used in this Agreement shall have the meaning provided in Rule 12b-2 under the Exchange Act.

[signature page follows]

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IN WITNESS WHEREOF, each of the undersigned has executed this Settlement and Standstill Agreement as of the date first above written.

THE COMPANY:
BOSTON LIFE SCIENCES, INC.
By:	/s/    MARC LANSER M.D.
Name:	Marc Lanser M.D.
Title:	President
THE INVESTORS:
INGALLS & SNYDER, LLC
By:	/s/    THOMAS O. BOUCHER, JR.
Name:	Thomas O. Boucher, Jr.
Title:	Managing Director
INGALLS & SNYDER VALUE PARTNERS, L.P.
By:	/s/    THOMAS O. BOUCHER, JR.
Name:	Thomas O. Boucher, Jr.
Title:	General Partner
/s/    ROBERT L. GIPSON
ROBERT L. GIPSON
/s/    THOMAS O. BOUCHER, JR.
THOMAS O. BOUCHER, JR.

Schedule 1 to Settlement and Standstill Agreement

Name	Option Grant Date	Number of Options Granted	Exercise Price
Bier, Colin	03/10/2004	180,000	$	1.27
Hernon, J.	01/05/2004	100,000	$	1.29
Hillson, D.	03/10/2004	195,000	$	1.27
Hillson, D.	05/27/2004	200,000	$	1.00
Langer, R.	03/10/2004	50,000	$	1.27
Lanser, M.	01/05/2004	200,000	$	1.29
Palmer, C.	03/10/2004	65,000	$	1.27
Peck	03/10/2004	50,000	$	1.27

EX-99.3

Exhibit 99.3

MUTUAL RELEASE OF CLAIMS

THIS MUTUAL RELEASE OF CLAIMS (this “Agreement”) is made and entered into as of June 15, 2004 by and among (i) Ingalls & Snyder, LLC, a limited liability company organized under the laws of the State of New York; (ii) Ingalls & Snyder Value Partners, L.P., a limited partnership organized under the laws of the State of New York; (iii) Robert L. Gipson; (iv) Thomas O. Boucher, Jr., ((i) - (iv) collectively, the “Releasing Ingalls Parties”); (v) S. David Hillson; (vi) Marc E. Lanser; and (vii) Boston Life Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).

RECITALS

WHEREAS, the Releasing Ingalls Parties and the Company have entered into a Settlement and Standstill Agreement dated as of the date hereof (the “Settlement Agreement”); and

WHEREAS, pursuant to the Settlement Agreement, the Releasing Ingalls Parties, S. David Hillson, Marc E. Lanser and the Company are required to enter into this Mutual Release of Claims with the intention of resolving and releasing certain claims between and among them.

NOW THEREFORE, for good and valuable consideration the receipt of which is acknowledged by all parties, the Releasing Ingalls Parties, Messrs. Hillson and Lanser and the Company agree as follows:

1. The Releasing Ingalls Parties do hereby release, remise, and forever discharge the Company, its affiliated entities, its present and former officers, directors, partners, employees, agents and attorneys, and the respective successors, heirs and assigns of each of the foregoing (the “Released Company Parties”), of and from any and all actions, causes of actions, suits, torts, damages, claims, demands, and liabilities whatsoever, of every name and nature, both at law and in equity, whether known or unknown (collectively “Claims”), that any of the Releasing Ingalls Parties now has or ever had against any of the Released Company Parties arising from or attributable to (i) the organization of FlouroPharma, Inc. (to the extent described in documents filed by the Company with the Securities and Exchange Commission or other documents provided to the Releasing Ingalls Parties, in any case prior to the date hereof) or (ii) the facts and circumstances forming the basis of the complaints, dated November 13, 2003 (the “First Action”), and December 31, 2003, filed by the Releasing Ingalls Parties in the Court of Chancery of the State of Delaware (the “Released Ingalls Claims”). Notwithstanding anything to the contrary in the preceding sentence, the Released Ingalls Claims do not, without limitation, include any Claims arising from or attributable to the Settlement Agreement or any securities of the Company owned by the Investors (excluding the right to assert any Released Ingalls Claim by virtue of the ownership of any such security) or any documents or instruments executed in connection with such ownership.

2. The Releasing Ingalls Parties do hereby release, remise, and forever discharge Colin B. Bier, S. David Hillson, Robert Langer, Marc E. Lanser and E. Christopher Palmer (the “Individuals”) of and from any and all Claims arising from or attributable to any act or failure to act as a director, officer, employee or consultant of the Company that any of the Releasing Ingalls Parties now has or ever had against any of them, except for Claims based on criminal fraud or theft committed by any such person. The Releasing Ingalls Parties also hereby covenant and agree not to initiate, commence, maintain, or cause to be maintained, in any capacity whatsoever (be it direct, derivative or representative), whether on their behalf or on behalf of others, or recommend or encourage another person to initiate, commence, maintain or cause to be maintained, any Claim against any of the Individuals based upon any Claim existing as of the date of this Agreement and arising from or attributable to any act or failure to act as a director, officer, employee or consultant of the Company, except for Claims based on criminal fraud or theft committed by any such person, provided that nothing herein shall restrict a person’s good faith actions taken in order to satisfy his fiduciary duties as a director of the Company.

3. The Company, S. David Hillson and Marc E. Lanser (the “Releasing Company Parties”), do hereby release, remise, and forever discharge the Releasing Ingalls Parties, their affiliated entities, their present and former officers, directors, partners, employees, agents and attorneys, and the respective successors, heirs and assigns of each of the foregoing (the “Released Ingalls Parties”), of and from any and all Claims that any of the Releasing Company Parties now has or ever had against any of the Released Ingalls Parties (the “Released Company Claims”) arising from or attributable to (i) the commencement or prosecution of the litigation referred to in clause (ii) of the first sentence of Section 1 above or (ii) actions by the Released Ingalls Parties in connection with their efforts to change the management of the Company, except for Claims based on criminal fraud or theft committed by any such person. Notwithstanding anything to the contrary in the preceding sentence, the Released Company Claims do not, without limitation, include any Claims arising from or attributable to the Settlement Agreement.

4. Promptly after the execution of this Agreement, the Releasing Ingalls Parties shall file or cause to be filed in the Court of Chancery of the State of Delaware a notice of dismissal with prejudice of all claims against the Released Company Parties asserted by the Releasing Ingalls Parties in the First Action. Prior to such filing, the proposed form of any such notice shall be submitted by the Releasing Ingalls Parties to the Company for approval, which approval shall not be unreasonably withheld.

5. This Mutual Release of Claims shall be construed and enforced in accordance with, and be governed by, the laws of the State of Delaware, and it may not be modified, amended or terminated, nor may the provisions hereof be waived, other than in a written instrument executed by all parties hereto. This Mutual Release of Claims may be executed in two or more counterparts (including by facsimile), which together shall comprise the same instrument.

[signature page follows]

IN WITNESS WHEREOF, each of the undersigned has executed this Mutual Release of Claims as of the date first above written.

BOSTON LIFE SCIENCES, INC.
By:	/s/    MARC LANSER M.D.
Name:	Marc Lanser M.D.
Title:	President
/s/    S. DAVID HILLSON
S. DAVID HILLSON
/s/    MARC LANSER M.D.
MARC E. LANSER
INGALLS & SNYDER, LLC
By:	/s/    THOMAS O. BOUCHER, JR.
Name:	Thomas O. Boucher, Jr.
Title:	Managing Director
INGALLS & SNYDER VALUE PARTNERS, L.P.
By:	/s/    THOMAS O. BOUCHER, JR.
Name:	Thomas O. Boucher, Jr.
Title:	General Partner
/s/    ROBERT L. GIPSON
ROBERT L. GIPSON
/s/    THOMAS O. BOUCHER, JR.
THOMAS O. BOUCHER, JR.

EX-99.4

Exhibit 99.4

May 27, 2004

By Hand Delivery

David Hillson

[address]

Dear Mr. Hillson:

As we have discussed, your term as Chairman of the Board of Directors of Boston Life Sciences, Inc. (“BLSI” or the “Company”) will end upon the adjournment of the Company’s 2004 annual meeting of stockholders, and your relationship with the Company as an independent contractor pursuant to Section 4(g) of the agreement between you and the Company captioned Restated Executive Consulting and Director Agreement dated April 13, 2003 (the “Consulting and Director Agreement”) will terminate effective June 30, 2004 (the “Separation Date”). The purpose of this letter is to confirm the agreement reached between you and the Company (as generally reflected in a resolution passed by the Company’s Board of Directors on May 17, 2004) concerning your separation arrangements, as follows:

1. Consulting Fees. You acknowledge that you have received pay for all consulting work that you have performed or will perform for the Company through the period ending June 30, 2004, to the extent not previously paid.

2. Separation Payments and Benefits. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and under Section 6 and Section 7 of the Consulting and Director Agreement, and in consideration of the fact that the Company does not intend to nominate you as a director of the BLSI Board for either the 2004/2005 term or 2005/2006 term, as it had originally agreed to do so in Section 3 of the Consulting and Director Agreement, the Company will provide you the following separation payments and benefits:

(a) Pursuant to Section 4(h) of the Consulting and Director Agreement, the Company will pay you, no later than June 15, 2004, a lump sum of one hundred and eighty-seven thousand five hundred dollar ($187,500), which represents the balance of your consulting fee for the period of July 1, 2004 through December 31, 2005. This lump sum payment will be made to you no later than June 15, 2004.

(b) In recognition of your (i) contribution to BLSI in the second half of 2003, including the completion of an emergency financing, (ii) assumption of additional responsibility not previously contemplated in the Consulting and Director Agreement that you assumed in 2004, including (without limitation) acting generally as an Executive Chairman, and (iii) the probable loss of “milestone” payments that you may have prospectively earned under the Consulting and Director Agreement, together with the loss of opportunity to earn any director’s fees and options or bonuses as a result of the Company’s decision not to nominate you as a director of the BLSI Board for either the 2004/2005 term or 2005/2006 term, the Company will pay you a lump sum of ninety thousand dollars ($90,000). This lump sum payment will be made to you no later than June 15, 2004.

(c) In recognition of the fact that the Company’s decision not to nominate you for continued Board service has deprived you of a valuable right and may also contribute to a diminution of your professional stature and standing within the biotech and investment communities, the Company will grant to you, on the effective date of this Agreement, an option to purchase, in whole or in part, on the terms and subject to the conditions set forth in the applicable stock option plan, a total of 200,000 shares of common stock of the Company at the price of $1.00 per share (the “Options”). These Options must be exercised by you within four years of the effective date of this Agreement. These Options, together with all other option shares previously granted to you, will be fully vested as of the effective date of this Agreement. Your rights and obligations with respect to any stock options granted to you by the Company which have vested as of the effective date of this Agreement shall be governed by the applicable stock option plan and any agreements or other requirements applicable to those options.

(d) Pursuant to Section 4(f) of the Consulting and Director Agreement, if, on the effective date of this Agreement, you are enrolled in the Company’s group health and dental plans under the federal law known as COBRA, then, until the earlier of (i) a period not to exceed twelve (12) months, or (ii) the date on which you commence benefited employment elsewhere, the Company will reimburse you the cost of any COBRA premiums paid by you to continue coverage under the Company’s group plan.

3. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law and all other deductions authorized by you.

4. Acknowledgement of Full Payment. You acknowledge and agree that the payments provided under paragraph 1 of this Agreement are in complete satisfaction of any and all compensation due to you from the Company, whether for services provided to the Company or otherwise, through the effective date of the Agreement and that, except as expressly provided under this Agreement, no further compensation is owed to you.

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5. Confidentiality and Non-Disparagement.

(a) You agree that you will continue to protect Confidential and Proprietary Business Information, as set forth in Section 7(a)-(b) of the Consulting and Director Agreement.

(b) You agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. You also agree that you will not disparage or criticize the Company, its business, its management or its products, as well as any of the subsidiaries or affiliates of the Company, and that you will not otherwise do or say anything that could disrupt the good morale of Company employees or harm the interests or reputation of the Company, its subsidiaries or affiliates.

6. Restrictive Covenants. You agree that you will continue to meet your full obligations under Section 6 of the Consulting and Director Agreement.

7. Intellectual Property. You agree that you will continue to meet your full obligations under Section 7(c) of the Consulting and Director Agreement.

8. Return of Company Documents and Other Property. In signing this Agreement, you represent and warrant that you have returned to the Company any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to Company business (whether present or otherwise) and all keys, access cards, credit cards, computer hardware and software, telephones and telephone-related equipment and all other property of the Company in your possession or control. Further, you represent and warrant that you have not retained any copy of any Company documents, materials or information (whether in hardcopy, on electronic media or otherwise). Recognizing that your employment with the Company has ended, you agree that you will not, for any purpose, attempt to access or use any Company computer or computer network or system, including without limitation its electronic mail system. Further, you acknowledge that you have disclosed to the Company all passwords necessary or desirable to enable the Company to access all information which you have password-protected on any of its computer equipment or on its computer network or system.

9. Employee Cooperation. You agree to cooperate with the Company hereafter with respect to all matters arising during or related to your employment, including but not limited to all matters in connection with any governmental investigation, litigation or regulatory or other proceeding which may have arisen or which may arise following the signing of this Agreement. The Company will reimburse your reasonable out-of-pocket expenses incurred in complying with Company requests hereunder, provided such expenses are authorized by the Company in advance.

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10. Release of Claims.

(a) In exchange for the special separation payments and benefits provided you under this Agreement, to which you would not otherwise be entitled, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights or claims, whether known or unknown, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your position on BLSI’s Board, your employment (as both an employee and consultant for the Company) or its termination or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or states in which you have provided services to the Company or any other federal, state or local law, regulation or other requirement, and you hereby release and forever discharge the Company and its subsidiaries and other affiliates, and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, agents, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all such causes of action, rights or claims.

(b) This Agreement, including the release of claims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference in made in the first sentence of paragraph 5(b) above; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.

11. Miscellaneous.

(a) This Agreement constitutes the entire agreement between you and the Company and supersedes all prior and contemporaneous communications, agreements and understandings, whether written or oral, with respect to your employment, its termination and all related matters, excluding only the Consulting and Director Agreement, the Indemnity Agreement between you and the Company dated March 26, 2004, and your obligations with respect to the securities of the Company, all of which shall remain in full force and effect in accordance with their terms.

(b) This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and the Chief Executive Officer of the Company or his expressly authorized designee. The captions and headings in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

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(c) The obligation of the Company to make payments to you or on your behalf under this Agreement is expressly conditioned upon your continued full performance of your obligations under this Agreement, under the Consulting and Director Agreement and the Indemnity Agreement between you and the Company dated March 26, 2004.

If the terms of this Agreement are acceptable to you, please sign, date and return it to me within twenty-one days of the date you receive it. You may revoke this Agreement at any time during the seven-day period immediately following the date of your signing. If you do not revoke it, then, at the expiration of that seven-day period, this letter will take effect as a legally-binding agreement between you and the Company on the basis set forth above. The enclosed copy of this letter, which you should also sign and date, is for your records.

Sincerely,
Boston Life Sciences, Inc.
By:	/s/    MARC LANSER M.D.
	President

Accepted and agreed:
Signature:	/s/    S. DAVID HILLSON
Date:	May 27, 2004

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June 10, 2004

Boston Life Sciences, Inc.

20 Newbury Street, 5^th Floor

Boston, MA 02116

Ladies and Gentlemen:

Reference is made to the letter agreement from Boston Life Sciences, Inc. (“BLSI”) to me, dated May 27, 2004 (the “Separation Agreement”), which I signed and returned to BLSI on May 27, 2004. Terms defined in the Separation Agreement and used herein have such defined meanings for purposes of this letter. This will confirm our agreement as follows:

1. The Consulting and Director Agreement is terminated on the date of this letter, except to the extent the Separation Agreement expressly requires that I continue to perform any terms of the Consulting and Director Agreement.

2. The stock options referred to in Section 2(c) of the Separation Agreement were granted to me on May 27, 2004, under the 1998 Omnibus Stock Option Plan pursuant to the Separation Agreement and the grant letter attached hereto as Schedule 1.

3. Of the options to purchase 1,457,230 shares of common stock of BLSI previously granted to me, the options set forth below shall be cancelled and no longer be exercisable upon the grant of the options under Section 2(c) of the Separation Agreement:

Option Grant Date	Exercise Price	Options Voided
12/29/1995	7.8125	93,230
11/22/1996	6.5625	25,000
7/22/1997	4.4700	150,000
1/3/2000	3.6250	131,770
		400,000

The remaining previously-granted stock options are fully vested and are exercisable in accordance with their terms.

Page 2

4. If I revoke the Separation Agreement, I will give written notice thereof to the Secretary of BLSI on or before June 10, 2004. Any such revocation shall also revoke this letter. Upon any such revocation, all rights and benefits provided under the Separation Agreement and this letter shall be rescinded.

5. To the extent this letter is inconsistent with any provision of the Separation Agreement, this letter shall govern. Nothing in this letter or the Separation Agreement shall limit my rights under the Indemnity Agreement dated as of March 26, 2004 between myself and the Company.

Very truly yours,

/s/    S. DAVID HILLSON        

S. David Hillson

AGREED

Boston Life Sciences, Inc.
By:	/s/    MARC LANSER M.D.
Name:	Marc Lanser M.D.
Title:	President

Schedule I — Grant Letter

Boston Life Sciences, Inc

Stock Option Agreement

This Stock Option Agreement certifies that the Board of Directors has granted an Option to purchase shares of Common Stock of Boston Life Sciences, Inc. as stated below. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the formal plan documents (the “Plan”) under which this Option is being issued.

Name of Optionee:	Mr. David Hillson
Address	[address]
Social Security No.:	[omitted]
Number of Shares:	200,000 shares
Exercise Price of Option:	$1.00 per share
Date of Grant:	May 27, 2004
Option Expiration Date:	May 27, 2008
Vesting Schedule:	100% as of May 27, 2004

The Option is subject to all of the terms and conditions of the Plan and to any additional terms specified by the Board of Directors or a Committee of the Board of Directors, including, without limitation, that the options granted hereby shall be granted to you as provided in, and shall be subject to, the Separation Agreement between you and the Company pursuant to which these options are being granted to you.

/S/     MARK E. LANSER	/S/     JOSEPH HERNON
Mark E. Lanser	Joseph Hernon
President	Chief Financial Officer

EX-99.5

Exhibit 99.5

AGREEMENT

AGREEMENT made and entered into in Boston, Massachusetts, by and between Boston Life Sciences, Inc. (the “Company”), a Delaware corporation with its principal place of business in Boston, Massachusetts, and Marc E. Lanser, M.D., of Fayston, Vermont (the “Executive”), effective as of the 10th day of June 2004.

WHEREAS, the operations of the Company and its Affiliates are a complex matter requiring direction and leadership in a variety of arenas, including financial, scientific, clinical trials, strategic planning, regulatory, community relations and others;

WHEREAS, the Executive is possessed of certain experience and expertise that qualify him to provide the direction and leadership required by the Company and its Affiliates; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company therefore wishes to continue to employ the Executive as its President and Chief Operating Officer and the Executive wishes to continue such employment;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts continued employment.

2. Term.

(a) Subject to earlier termination as hereafter provided, the Executive’s employment hereunder shall be for a term of one (1) year, commencing on the effective date hereof, and may be extended or renewed for successive one year terms only by a written agreement signed by the Executive and an expressly authorized representative of the Company. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as “the term of this Agreement” or “the term hereof.”

(b) Place of Performance. The Executive shall be based primarily out of the Company’s Boston, Massachusetts office. However, the Executive shall be entitled to work one business day per week out of his home office in Vermont.

3. Capacity and Performance.

(a) During the term hereof, the Executive shall serve the Company as its President and Chief Operating Officer, or in such other executive position as the Board or the Chief Executive Officer (if any) may designate from time to time. In addition, and without

further compensation, the Executive shall serve as a director of the Company if he is nominated to stand for election by the Board of Directors of the Company. In addition, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Executive shall report to, and shall be subject to the supervision of, the Chief Executive Officer (or if there is none, the Board of Directors).

(b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and its Affiliates as may be designated from time to time by the Board or by its designees or by the Chief Executive Officer (if any).

(c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing. Notwithstanding anything in this Agreement to the contrary, the Executive’s continued involvement as Chairman of the Board of FlouroPharma, Inc. will not constitute a violation of this Section 3(c), provided that FlouroPharma, Inc. does not compete with any products or services the Company or any of its Affiliates is developing or plans to develop and the Executive limits the expenditure of his time on FlouroPharma, Inc. matters so as not to interfere with the conduct of his duties and responsibilities at the Company.

4. Compensation and Benefits. As compensation for all services performed by the Executive during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

(a) Base Salary. During the term hereof, the Company shall pay the Executive a base salary at the rate of Three Hundred and Eight Thousand Dollars ($308,000) per annum, subject to adjustment to reflect any increase in base salary that may be approved by the Board of Directors in its sole discretion, payable in accordance with the regular payroll practices of the Company for its executives. Such base salary, subject to such adjustments, is hereafter referred to as the “Base Salary”.

(b) Incentive and Bonus Compensation. Executive shall be eligible to be considered for a bonus annually during the term hereof. The amount of such bonus, if any, shall be determined by the Board’s Compensation Committee in its sole discretion.

(c) Vacations. During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time.

(d) Other Benefits. During the term hereof and subject to any contribution therefor generally required of employees of the Company, the Executive shall be entitled to

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participate in any and all employee benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are in a category of a benefit otherwise provided to the Executive (e.g., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by the Executive.

(e) Business Expenses. The Company shall pay or reimburse the Executive for all reasonable, customary and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board or the Chief Executive Officer (if any) and to such reasonable substantiation and documentation as may be specified by the Company from time to time.

(f) Other Policies, Etc. Except as expressly set forth in this Agreement, the Executive shall be subject to all laws, rules, regulations and policies as are from time to time applicable to employees of the Company.

5. Termination of Employment and Severance Benefits. Notwithstanding the provisions of Section 2 hereof, the Executive’s employment hereunder shall terminate prior to the expiration of the term under the following circumstances:

(a) Death. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate, (i) the Base Salary earned but not paid through the date of termination, (ii) pay for any vacation time earned but not used through the date of termination, (iii) any bonus compensation awarded but unpaid on the date of termination and (iv) any business expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy (all of the foregoing, “Final Compensation”). The Company shall have no further obligation to the Executive hereunder.

(b) Disability.

(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder, with or without reasonable accommodation, for ninety (90) days during any period three hundred and sixty-five (365) consecutive calendar days. In the event of such termination, the Company shall have no further obligation to the Executive, other than for payment of Final Compensation.

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(ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and benefits in accordance with Section 4(d), to the extent permitted by the terms of the applicable benefit plans as in effect at the time of such disability, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan or until the termination of his employment, whichever shall first occur.

(iii) While receiving disability income payments under the Company’s disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with Section 4(d) to the extent permitted by the terms of the applicable benefit plans as in effect at the time of such disability, until the termination of his employment.

(iv) If any question shall arise as to whether during any period the Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or his duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.

(c) By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as hereafter defined) by giving the Executive written notice thereof. The following, as determined by the Board in its reasonable judgment, shall constitute “Cause” for termination:

(i) The Executive’s willful failure to perform (other than by reason of disability), willful misconduct or gross negligence in the performance of, his duties and responsibilities, which failure, misconduct or neglect, if susceptible to cure, remains uncured or continues to recur for fourteen (14) days after notice from the Company specifying in reasonable detail the nature of such failure, misconduct or neglect;

(ii) Material breach by the Executive of any provision of this Agreement or any other agreement with the Company or any of its Affiliates, which such breach remains uncured for fourteen (14) days after notice from the Company specifying in reasonable detail the nature of such breach; or

(iii) Commission of a felony or other crime involving fraud, moral turpitude or a violation of federal or state securities laws.

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Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation to the Executive, other than for Final Compensation.

(d) By the Company Other than for Cause. The Company, based on the determination of the Chief Executive Officer or the Board of Directors, may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation and provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, then until the conclusion of nine (9) months following the date of termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing a release of claims in the form provided by the Company (the “Employee Release”) within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter. Base Salary to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the effective date of the Employee Release, but shall be retroactive to next business day following the date of termination.

(e) By the Executive. The Executive may terminate his employment hereunder at any time and for any reason (or no reason) upon 30 (thirty) days’ notice to the Company, unless such termination would violate any obligation of the Executive to the Company under a separate severance agreement. In the event of termination of the Executive pursuant to this Section 5(e), the Board may elect to waive the period of notice, or any portion thereof, and the Company will pay the Executive the amounts he would have received had his employment been terminated pursuant to Section 5(d) at the times and subject to the conditions set forth in Section 5(d).

(f) Post-Agreement Employment. In the event the Executive remains in the employ of the Company or any of its Affiliates following termination of this Agreement, by the expiration of the term or otherwise, then such employment shall be at-will.

6. Effect of Termination. The provisions of this Section 6 shall apply to termination due to the expiration of the term hereof, pursuant to Section 5 or otherwise:

(a) Payment by the Company of any amounts that may be due the Executive under the applicable termination provision of Section 5 shall constitute the entire obligation of the Company to the Executive.

(b) Benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Executive’s employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination.

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(c) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive under Section 5 (d) and (e) hereof is expressly conditioned upon the Executive’s continued full performance of his obligations under Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expressly provided in Section 5 (d) and (e) hereof, no compensation is earned after termination of employment.

7. Confidential Information.

(a) The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Affiliates, and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control.

8. Assignment of Rights to Intellectual Property.

(a) The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees in the future to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to provide, at the Company’s request, all further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to the Company, its successors, assigns and nominees, and to assure the Company the full enjoyment of the Intellectual Property, including without limitation executing further applications both domestic and foreign, specifications, oaths, assignments, consents, releases, government communications and other commercially reasonable documentation, responding to corporate diligence inquiries, and providing good faith testimony by affidavit, declaration, deposition, in-person or other proper means, in support of any effort by the Company to establish, perfect, defend, or otherwise enjoy, in this or any foreign country, its rights acquired pursuant to this Agreement through prosecution of governmental filings, regulatory proceedings, litigation or other means.

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(b) To the extent the Executive cannot transfer and assign his entire right, title, and interest to the Intellectual Property, or any portion thereof, then the Executive will assign and transfer all right, title, and interest in and to the Intellectual Property to the Company at the first opportunity to do so. To the extent that the Executive cannot assign and transfer any of his full right, title, and interest in the Intellectual Property then the Executive hereby grants the Company and its Affiliates an irrevocable, worldwide, fully paid-up, royalty-free, exclusive license, with the right to sublicense through multiple tiers, to make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise exploit or utilize in any manner the Intellectual Property. If the Company is unable because of the Executive’s mental or physical incapacity or for any other reason to secure the Executive’s signature for any of the assignments, licenses, or other reasonably requested documents pertaining to the Intellectual Property referenced in the foregoing Section 8(a)-(b) hereof within ten business (10) days of delivery of said documents to the Executive, then the Executive will hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file said documents and to do all other lawfully permitted acts to further the perfection, defense, and enjoyment of the Company’s rights relating to the Intellectual Property with the same legal force and effect as if executed by the Executive. The Executive stipulates and agrees that such appointment is a right coupled with an interest and will survive his incapacity or unavailability at any future time.

(c) The Executive further agrees that he will assign, deliver and communicate to the Company and its Affiliates, their representatives or agents or their successors and assigns, any know-how, facts and materials arising from or relating to said Intellectual Property including without limitation: (i) all simulations, prototypes, and other embodiments of the Intellectual Property; (ii) all drawings, blueprints, calculations, research plans and results, lab notes, workbooks and other records and written materials that relate to the Intellectual Property or that embody or record any know-how pertaining to the Intellectual Property; (iii) all files, documents and communications pertaining to the Intellectual Property; and (iv) evidence for patent interference purposes or for other legal proceedings whenever requested. The Executive will not charge the Company or any of its Affiliates, successors, or assigns for time spent in complying with these obligations under Section 8(a)-(c) of this Agreement.

(d) The Executive hereby represents and warrants that all of the product resulting from his work for the Company will be original and will not infringe the rights of any third party, including without limitation intellectual property rights, such as rights pertaining to patents, trademarks, copyrights and trade secrets.

(e) The Executive agrees that he will not, and will not permit anyone acting on his behalf to, assert against the Company, its Affiliates or any of their respective directors, shareholders, officers, managers, members, general or limited partners, joint venturers, employees, representatives or agents (collectively, with the Company and its Affiliates, the “Corporate Group”) any cause of action, right or claim, of any kind or nature, with respect to the Intellectual Property or any Employee Inventions, including without limitation Employee Inventions incorporated into the Intellectual Property, and the Executive agrees to indemnify and hold harmless the Corporate Group, and each of them, from any and all causes of action, rights

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or claims, of any kind or nature, losses and damages and costs and expenses, including without limitation attorneys’ fees, and any and all other liabilities incurred by any of the Corporate Group arising from or relating to proprietary rights in the Employee Inventions, or any of them, or resulting from the Executive’s failure to meet any of his obligations under any of Section 8(a)-(e) of this Agreement.

9. Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the good will, Confidential Information and other legitimate interests of the Company and its Affiliates:

(a) While the Executive is employed by the Company and for two years after his employment terminates (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the business of the Company or any of its Affiliates worldwide or undertake any planning for any business competitive with the business of the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or any of its Affiliates. For the purposes of this Section 9, the business of the Company and its Affiliates shall include the development, marketing or sale of any or all Products.

(b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates.

(c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not solicit or encourage any employee of the Company or any of its Affiliates to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

(d) Without limiting the generality of Section 9(a)-(c) above, the Executive may continue his involvement with FlouroPharma, Inc. provided that FlouroPharma, Inc. does not during the Non-Competition period directly or indirectly compete with the business of the Company or any of its Affiliates or undertake any planning for any business competitive with the business of the Company or any of its Affiliates.

(e) The Company acknowledges that this Section 9 constitutes a non-compete agreement that satisfies the requirements of Section 6(b)(iv)(b) of Boston Life Sciences, Inc.’s

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1998 Omnibus Stock Option Plan or any similar provision found in another Company stock option plan under which the Executive was granted options.

10. Notification Requirement. Until ninety (90) days after the conclusion of the Non-Competition Period, the Executive shall give notice to the Company of each new business activity he plans to undertake, at least 10 (ten) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of the Executive’s business relationship(s) and position(s) with such Person. The Executive shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Executive’s continued compliance with his obligations under Sections 7, 8 and 9 hereof.

11. Enforcement of Covenants. The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7, 8 and 9 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in Sections 7, 8 and 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, and shall be further entitled to recover any attorney’s fees incurred in enforcing its rights under Section 7, 8 and 9 hereof. The parties further agree that, in the event that any provision of Section 7, 8 and 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

12. Conflicting Agreements. The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound, and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

13. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:

(a) “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

(b) “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business,

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or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates; (ii) the Products; (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates; (iv) the identity and special needs of the customers of the Company and its Affiliates; (v) the Company’s intellectual property, including all of the inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) owned or licensed by the Company; (vi) the results or other data pertaining to pre-clinical and clinical trials; and (vii) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

(c) “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment and during the period of six (6) months immediately following termination of his/her employment that relate to either the Products or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

(d) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

(e) “Products” mean all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during the Executive’s employment, including but not limited to the principal drug candidates currently under development by the Company, Altropane, Troponin, and Inosine.

14. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

15. Assignment. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other. Provided, however, the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Executive is transferred to a position with any of the Affiliates or in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any Person or transfer all

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or substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

16. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

18. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment, except the Executive’s rights and obligations and those of the Company with respect to the Company’s securities and the Indemnity Agreement dated as of March 26, 2004 between the Company and the Executive.

20. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company.

21. Headings. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

22. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

23. Governing Law. This is a Massachusetts contract and shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof.

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

THE EXECUTIVE:	THE COMPANY
/s/    MARC E. LANSER, M.D.	By:	/s/    S. DAVID HILLSON
Marc E. Lanser, M.D.	Title:	Chairman

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EX-99.6

Exhibit 99.6

BOSTON LIFE SCIENCES, INC.

DIRECTORS AND OFFICERS

INDEMNITY TRUST

This Trust Agreement (“Agreement”) is made and entered into as of June 15, 2004, by and between Boston Life Sciences, Inc., a Delaware corporation (the “Company”), Boston Private Bank & Trust Company, a corporation duly licensed to act as a trust company in the State of Massachusetts (the “Trustee”) and the Indemnitees (as defined herein).

WHEREAS, as permitted under the Company’s Certificate of Incorporation, as amended (the “Charter”), the Company’s By-laws (the “By-Laws”), and the General Corporation Law of Delaware (the “DGCL”), the Company has entered into an indemnification agreement (the “Indemnification Agreement”) with the each Indemnitee;

WHEREAS, Section 15 of the Indemnification Agreement provides that in the event of a Potential Change in Control (as defined in the Indemnification Agreement), the Company shall upon the written request by an Indemnitee, create and fund a trust for such Indemnitee to fund certain Expenses (as defined in the Indemnification Agreement);

WHEREAS, the Board of Directors at a meeting held on June 10, 2004 has determined that a Potential Change in Control has occurred;

WHEREAS, the Indemnitees have requested that the Company create and fund a trust pursuant to Section 15 of the Indemnification Agreement;

WHEREAS, a Change in Control (as defined in the Indemnification Agreement) has or will occur upon the execution and delivery of the Settlement and Standstill Agreement dated as of June 15, 2004 among the Company, Ingalls & Snyder, LLC and certain other investors;

WHEREAS, the Company and the Indemnitees are establishing this Trust in accordance with Section 15 of the Indemnification Agreement notwithstanding anything to the contrary in such section;

WHEREAS, the Trustee is willing to hold, manage and distribute the trust fund upon all of the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the covenants and agreements set forth below, intending to be legally bound hereby, the Trustee accepts the Trust (as defined herein) created hereby and agrees to hold all property which it may receive in trust, for the purposes and on the terms and conditions set forth herein, and the Company, the Indemnitees and the Trustee hereto hereby agree, for the express benefit of the Indemnitees, as follows:

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ARTICLE I

DEFINITIONS

1. Definitions. As used in this Agreement:

1.1 “Assets” shall mean the cash, securities and other investments from time to time in the Trust.

1.2 “Expenses” shall have the meaning ascribed to it in Section 2(i) of the Indemnification Agreement.

1.3 “Indemnification Trust Fund” shall include any funds delivered to the Trustee pursuant to this Agreement, together with all interest accumulated and income earned thereon and proceeds therefrom.

1.4 “Indemnitee” or “Indemnitees” shall mean the person or persons identified in Exhibit D, and their respective heirs, estates, legal representatives and assigns.

1.5 “Interest Income” shall mean any interest income earned on any investment made by the Trust (including, without limitation, amounts, if any, attributable to the amortization of original issue discount) but not any capital appreciation on any such investment.

1.6 “Independent Counsel” shall have the meaning ascribed to it in Section 2(j) of the Indemnification Agreement.

1.7 “Proceeding” shall have the meaning ascribed to it in Section 2(n) of the Indemnification Agreement.

1.8 “Trust” shall mean the trust account established hereunder, adjusted from time to time for permissible additions and charges hereunder.

ARTICLE II

THE TRUST

2.1 Deposit of Trust Funds.

(a) Simultaneously with the execution and delivery of this Agreement, the Company is depositing with the Trustee, to be held in trust pursuant to this Agreement, the sum specified in Exhibit A hereto in immediately available funds. Such amount was determined by mutual agreement of the Indemnitees and the Company.

(b) Without limiting Section 2.1(a) hereof, during the period that funds are held by the Trustee in the Indemnification Trust Fund pursuant to the terms of this Agreement, the Company shall fund the Indemnification Trust Fund in accordance with Section 15(c) of the Indemnification Agreement. It is agreed by the Indemnitee and the Company that the amount of the additional funds to be funded by the Company under this Section 2.1(b) to carry out the

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intent of Section 15(c) of the Indemnification Agreement shall be determined by the mutual agreement of the Indemnitees and the Company or, if the Company and the Indemnitees are unable to reach such an agreement, by Independent Counsel selected in accordance with Section 12(b) of the Indemnification Agreement; it being agreed notwithstanding anything to the contrary in the Indemnification Agreement that if there are more than one Indemnitee party to this Agreement, then the Indemnitees shall act by majority decision with respect to any decision or exercise of any right under this Agreement.

2.2 Trust Information.

(a) Upon request from the Trustee or any Indemnitee, the Company shall furnish to the Trustee and the Indemnitees any additional information or documentation relating to a determination pursuant to Section 2.1(b) hereof which is reasonably available to (or may reasonably be prepared or obtained by) the Company.

(b) During the period that funds are held by the Trustee, the Trustee shall deliver reports specifying the market value of investments then included in the Indemnification Trust Fund and the manner in which such funds are invested to the Company and the Indemnitees at, or shortly after, the end of each fiscal quarter of the Trust.

(c) It is the intent of the parties hereto that the Trust will be treated as a grantor trust for federal and state income tax purposes. The Trustee shall prepare or cause to be prepared for and filed on behalf of the Trust all income tax returns and governmental reports required by law. Pursuant to Section 671 of the Internal Revenue Code of 1986, as amended, the Company shall include in the calculation of its consolidated taxable income and consolidated federal income tax liability or that of its parent, if any, all items of income, deduction and credit attributable to the investment, accumulation, and distribution of corpus or income of the Trust. The fiscal year and fiscal quarters of the Trust for all purposes shall be the same as that of the Company.

(d) The Company and the Indemnitees each agree that there has been a Change in Control for the purposes of Section 15 of the Indemnification Agreement. The Trust created hereby is, therefore, irrevocable. Neither Section 2.1 or 2.2 nor any other provision of this Agreement shall authorize the Company to make any reduction in or withdrawal from the Indemnification Trust Fund prior to termination of the Trust in accordance with the provisions of this Agreement.

2.3 Direction of Investment. The Assets shall be invested and reinvested by the Trustee, in its sole discretion, in the assets specified in Exhibit B hereto, and all interest, income and profit shall be added to and become a part of the Trust, and all brokers’ commissions, fees, expenses and losses, if any, relating thereto shall be charged against the Trust. Notwithstanding any provision to the contrary in this Section 2.3, the Trustee is hereby directed to hold uninvested such monies or to liquidate or sell such Assets as the Trustee, in its sole discretion, considers necessary to meet anticipated and imminent disbursements, including any payment pursuant to Article III or Section 6.3 hereof, without regard to any penalty or loss incurred as a result of liquidation prior to the maturity or sale of such Assets.

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2.4 Summary of Activity; Access to Books and Records. The Trustee shall, from time to time upon the reasonable request of the Company or any of the Indemnitees, but not more often than monthly, furnish the Company or any of the Indemnitees with a summary of all activity relating to the Trust; and if so requested by the Company or any of the Indemnitees, the Trustee shall permit the Company, any of the Indemnitees or their respective authorized representatives (including without limitation attorneys and independent public accountants) access to its books and records relating to the Trust for the purpose of auditing the Trust and the activities therein.

2.5 Value of Assets. For purposes of this Agreement, the value at any date of any Assets deposited in or withdrawn from the Trust shall be the fair market value at such date of such Assets, as determined in good faith by the Trustee.

ARTICLE III

USE OF TRUST

3.1 Payment from the Trust. If, at any time and from time to time during the term of this Agreement, any Indemnitee becomes entitled under the terms of the Indemnification Agreement (including, without limitation, Section 10 thereof) to (i) advancement, indemnification, contribution, reimbursement or payment of Expenses or (ii) the indemnification, contribution, reimbursement or payment of judgments, fines, penalties and amounts paid in settlement of a Proceeding, in either case, all in accordance with Section 15 of the Indemnification Agreement, such Indemnitee shall submit to the Trustee, with a copy to the Company, a request for withdrawal from the Trust substantially in the form of Exhibit C hereto (the “Request”). The Trustee shall, at the request of any one or more of the Indemnitees by whom that Request has been made, subject to the provisions of Section 3.2 hereto, provide funds to or for the benefit of that Indemnitee for the (i) advancement, indemnification, contribution, reimbursement or payment of the Expenses, or the (ii) payment of liabilities that are subject to indemnification, contribution, reimbursement or other payment pursuant to this Section 3.1 and incurred by that Indemnitee. (An amount shall be deemed to be paid to or on behalf of an Indemnitee if it is paid to the Indemnitee or to the provider of services to the Indemnitee as reflected on bills accompanying the Request and shall include the Indemnitee’s pro rata share of amounts paid to the provider of services to more than one Indemnitee or in respect of bills rendered thereby.) Notwithstanding the provisions of Paragraph 5 or 6 of the form of the Request, the Trustee shall have no duty or obligation to determine whether the Indemnitee is entitled to advances, indemnification, contribution, reimbursement or payment under the Indemnification Agreements or otherwise or to take any action to obtain reimbursement to the Trust if such reimbursement is required by said Paragraph 5 or 6.

3.2 Payment by the Trustee. Upon receipt by the Trustee of a Request submitted in accordance with the requirements herein, the Trustee shall (i) to the fullest extent permitted by applicable law, within two business days after the receipt of a Request, advance any Expenses to the Indemnitee and (ii) promptly after the receipt of a Request, pay the Indemnitee all other amounts that such Indemnitee is entitled to under clause (d) of Section 15 of the Indemnification Agreement. The Trustee may conclusively rely on the representations of the Indemnitee set forth in the Request and shall not be liable to any party for acting upon such reliance. Requests shall

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be paid by the Trustee in the order received; provided, however, that, if the Trustee does not have sufficient funds in the Trust to satisfy in full a Request or all Requests received on the same day, the Trustee shall make pro rata payments (of the same percentage of each Request) to the Indemnitees who have made such Requests after deducting from the Trust any amounts chargeable under Section 6.3 hereof. In the event that the Company makes additional deposits to the Trust pursuant to Section 2.1(b) after the Trustee has made such pro rata payments, the Trustee shall continue to make payments to Indemnitees in accordance with the preceding sentence until any such partially paid Requests have been satisfied, and thereafter to satisfy subsequent Requests.

3.3 Use of Assets. The Assets in the Trust shall not be used for any purpose other than (i) investments, as provided in Section 2.3 hereof, (ii) the payment of Expenses and amounts paid with respect to Proceedings as provided in Section 3.1 hereof and the amounts set forth in Section 3.2 hereof, and (iii) the payment of the Trustee’s fees and expenses and certain taxes in accordance with Section 6.3 hereof.

3.4 Dispute Between Indemnitee and Company. The right of any Indemnitee to demand and receive payments from the Trustee shall not be affected or diminished in any way by the existence of any dispute between the Indemnitee and the Company, and the Trustee shall be entitled to rely upon the Request of the Indemnitee pursuant to Sections 3.1 and 3.2 hereof in making distributions from the Trust. The Trustee shall have no responsibility to inquire into the accuracy or truthfulness of any such Request. Distributions shall be made by the Trustee notwithstanding any notice or demand by or on behalf of the Company that the distribution should not be made, whether based on the Company’s claim that any Indemnitee is not entitled to all or part of the amount of the distribution or otherwise. The Trustee shall have no responsibility or liability to the Company for making any payment despite having received any such notice or demand by or on behalf of the Company.

3.5 Source of Funds for Indemnification. This Agreement is not the exclusive source of funds of indemnification for an Indemnitee.

ARTICLE IV

CHALLENGES TO REQUESTS

4.1 Challenges to Indemnification Requests or Trust Fund Deposit. In the event that (i) any action, suit or proceeding challenging the validity or enforceability of any provision of this Agreement or the payment out of the Indemnification Trust Fund of any Request shall be commenced or (ii) the Company shall fail to comply with any provision of this Agreement, the Trustee shall (if the Trustee has knowledge thereof) promptly give written notice thereof to all the Indemnitees and shall provide to all the Indemnitees such additional information as may be in its possession or reasonably available to it with respect to such event.

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ARTICLE V

TERM AND TERMINATION

5.1 Term. This Agreement shall become effective upon the date of its execution and shall exist until terminated in accordance with Section 5.2 hereof.

5.2 Termination.

(a) This Agreement shall terminate upon written notice to the Trustee upon (i) the agreement of all of the Indemnitees and the Company or (ii) if the Indemnitees and the Company are unable to reach such an agreement, upon the determination of the Independent Counsel (selected by the majority of the Indemnitees in accordance with Section 12(b) of the Indemnification Agreement in the event that there is more than one Indemnitee party to this Agreement) that each Indemnitee has been fully indemnified under the terms of the Indemnification Agreements. In the event of a termination pursuant to clause (i) of this Section 5.2(a), the written notice to the Trustee shall be signed by all Indemnitees and the Company, and in the event of a termination pursuant to clause (ii) of this Section 5.2(a), the Independent Counsel shall send such notice to the Trustee. The Trustee may rely, and shall be protected in relying, on any such notice reasonably believed to be genuine and to have been signed by the proper party or parties. The Trustee shall not be liable to any party, including, but not limited to the Indemnitees, or any of them, for disbursing the Assets to the Company upon receipt of and such reasonable reliance upon any such notice.

(b) Notwithstanding the above, the termination of this Agreement shall not have any effect on the advancement, indemnification, contribution, reimbursement or other payment rights of an Indemnitee resulting from acts or omissions of such Indemnitee prior to such termination.

5.3 Distribution on Termination. When this Agreement is terminated in accordance with Section 5 hereof, the Trustee shall distribute the Assets in the Trust to the Company or its order, after payment of any outstanding Requests under Article III hereof and any deductions required or authorized by Section 6.3 hereof. An outstanding Request is a request received by the Trustee before the Trustee receives a notice of termination pursuant to clauses (i) or (ii) of Section 5.2 of this Agreement.

ARTICLE VI

THE TRUSTEE

6.1 The Trustee’s Duties. With respect to the Trust, the duties of the Trustee are only such as are specifically provided herein. The Trustee shall discharge its duties hereunder with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall not be liable for any loss sustained by the Trust by reason of the purchase, retention, sale or exchange of any investment, and the Trustee shall incur no liability with respect thereto except for its willful misconduct or

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gross negligence as long as the Trustee has acted in good faith in accordance with the terms and conditions of this Agreement.

6.2 Indemnification of the Trustee.

(a) The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, or taken or omitted by it in accordance with advice of counsel (which counsel may be of the Trustee’s own choosing) that such action or omission is authorized hereby or within the rights or powers of the Trustee hereunder and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by willful misconduct or gross negligence.

(b) The Company agrees to indemnify, defend and hold harmless the Trustee, in its individual and fiduciary capacity, and its respective agents, servants, employees, directors, stockholders, representatives, assigns and affiliates against any and all liabilities, losses, claims, expenses (including reasonable attorneys’ fees) and damages incurred by it hereunder, except for liabilities, losses, claims, expenses and damages incurred by the Trustee resulting from its own willful misconduct or gross negligence, provided that the Trustee has acted in good faith in accordance with the terms and the conditions of this Agreement. The indemnities contained in this Section 6.2 shall be applicable whether or not the Trustee is then serving as the Trustee and shall survive the termination of the Trust.

6.3 Expenses and Compensation. The Trustee shall pay from the Trust, to the extent not paid by the Company, within 30 days after an invoice therefor has been presented to the Company by the Trustee, (i) the Trustee’s reasonable expenses of administration of the Trust, including reasonable compensation of counsel and any agents engaged by the Trustee to assist in such administration and (ii) any taxes imposed on the Trust that the Company has failed to pay. The Trustee shall be entitled to receive from the income or principle of the Trust compensation for its services in an amount determined from time to time by the application of the current rates then charged by Trustee for trusts of a similar size and character and if the Trustee shall be required to render any extraordinary services, it shall be entitled to additional compensation for such extraordinary services. The Trustee shall be entitled to be reimbursed from the income or principle of the Trust for out-of-pocket expenses (including relevant counsel fees) incurred by it for the benefit of the Trust. The Trustee shall have a lien on the Trust for such compensation and expenses until paid.

6.4 Settlement of Accounts of the Trustee. The Trustee shall keep full accounts of all receipts and disbursements. Within 90 days after the close of each year, or any termination of the duties of the Trustee, the Trustee shall prepare, sign and submit in duplicate to the Company and the Indemnitees an accounting as the Trustee hereunder. If the Company and the Indemnitees find the account to be correct, the Company and the Indemnitees shall sign the instrument of settlement annexed to one counterpart of the account and return such counterpart to the Trustee, whereupon the account shall become an account stated as between the Trustee, the Company and the Indemnitees. If, within 120 days after receipt of the account or any amended account, any of the Company or the Indemnitees have not signed and returned a counterpart to the Trustee, nor filed with the Trustee written notice of any objection to any act or transaction of

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the Trustee, the account or amended account shall become an account stated as between the Trustee, Company and the Indemnitees. If any written objection has been filed, and if Company and the Indemnitees are satisfied that it should be withdrawn or if the account is adjusted to the satisfaction of Company and the Indemnitees, the Company and the Indemnitees shall deliver to the Trustee a written approval of the account and it shall become an account stated as between the Trustee, the Company and the Indemnitees. When an account becomes an account stated, that account shall be finally settled, and the Trustee shall be completely discharged and released, as if that account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in any action or proceeding in which the Trustee, the Company and the Indemnitees were parties.

6.5 Powers of the Trustee. Unless otherwise limited by the terms of this Agreement, the Trustee shall have, with respect to any property at any time held by it and constituting part of the Trust, such powers as may be granted to a trustee under Delaware law.

6.6 Administrative Powers of the Trustee. The Trustee shall have the power, subject to Section 2.3 hereof, to do any of the following:

(a) To cause any permitted investment to be registered and held in the name of one or more of its nominees, or one or more nominees of any system for the central handling of securities, without increase or decrease of liability;

(b) To receive any and all money and other property due to the Trustee and to give full discharge therefor;

(c) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement;

(d) To hold uninvested, without liability for interest thereon, such monies received by the Trustee as the Trustee considers necessary to meet anticipated and imminent disbursements;

(e) To engage counsel of its choosing and agents to advise it with respect to any matter relating to this Agreement; and

(f) To refrain from taking any action that may expose it to expense or liability unless indemnified to its satisfaction against such expense or liability.

6.7 Resignation or Removal of the Trustee.

(a) Resignation of the Trustee. The Trustee may resign at any time by delivering a written notice of resignation to the Company and the Indemnitees. Such resignation shall take effect on the date set forth in such notice, which shall be no earlier than 60 days from the date of such delivery to the Company and the Indemnitees unless a shorter time has been agreed upon in writing by the Trustee, the Company and the Indemnitees; provided that a successor trustee has been appointed pursuant to Section 6.7(c).

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(b) Removal of the Trustee. A majority of the Indemnitees, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) may remove the Trustee at any time by delivering a written notice to the Trustee of removal and appointment of a successor trustee pursuant to Section 6.7(c) hereof Such removal shall not take effect prior to 60 days from such delivery date unless the Trustee agrees in writing to an earlier date.

(c) Appointment of Successor Trustee. In the event of the Company’s and the Indemnitees’ receipt of notice of resignation by the Trustee pursuant to Section 6.7(a) hereof, a majority of the Indemnitees shall appoint a successor trustee within 30 days after such notice has been given, which successor trustee must be (i) a bank or trust company or other individual or entity and (ii) reasonably acceptable to the Company. The appointment of a successor trustee shall be effective upon the later of (i) the date set forth as the effective date of such appointment in an agreement supplementary hereto or in the form hereof to assume any and all of the obligations of the Trustee hereunder, and (ii) the date of delivery to the Trustee, the Company and the Indemnitees of a copy of such agreement so executed, together with a certificate, executed by a majority of the Indemnitees, certifying that such successor trustee has been appointed and that such appointment has been approved in accordance with this Section 6.7(c). In the event a majority of the Indemnitees fail to appoint a successor trustee that is reasonably acceptable to the Company in accordance with this Section 6.7(c), the Trustee shall have the right to petition the Delaware Court for the appointment of a successor trustee.

(d) Successor Trustee as “Trustee” Hereunder. Upon the effective date of the appointment of a successor trustee, the successor trustee, for all purposes, shall be deemed to be the “Trustee” hereunder and all the provisions of this Agreement shall relate to each successor with the same force and effect as if such successor had been originally named as the Trustee hereunder.

(e) Transfer of Trust. Upon the effective date of the appointment of a successor trustee pursuant to Section 6.7(c) hereof, the Trustee shall promptly transfer all Assets in the Trust (less any amounts due to the Trustee pursuant to Section 6.3 hereof) to the successor to be held under and pursuant to the terms and conditions of an agreement supplementary hereto or in the form hereof to assume any and all of the obligations of the Trustee hereunder.

6.8 Suspension of Payment on Requests. Notwithstanding any other provision of this Agreement, the Trustee may suspend payment on any Request, or any other distribution out of the Indemnification Trust Fund contemplated by this Agreement, and shall be excused from making such distribution in accordance herewith, during any period (a) during which any court or administrative order or decree is in effect prohibiting such payment, even if such order or decree shall subsequently be reversed or vacated or held unlawful, or (b) any action, suit or proceeding challenging payment on a Request or other distribution from the Indemnification Trust Fund shall have been commenced and prior to the final disposition thereof, and during which the Trustee, upon advice of counsel, shall have reasonably determined that payment thereof might expose the Trustee to personal liability.

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ARTICLE VII

THE INDEMNITEES

7.1 The Indemnitees. A list of Indemnitees as of the date of this Agreement is annexed hereto as Exhibit D. Any individual who is an Indemnitee shall remain an Indemnitee for the purposes of this Agreement during the term hereof despite his resignation, removal or other failure to continue in any capacity with the Company. For the avoidance of doubt, in the event that there is only one Indemnitee party to this Agreement, references to the Indemnitees shall be deemed to be a reference to the Indemnitee. No person other than the Indemnitees identified in Exhibit D, the Company and the Trustee hereto shall have any rights or be entitled to any benefits under the Agreement.

ARTICLE VIII

MISCELLANEOUS

8.1 Notices. All notices, requests, demands, waivers, instructions and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when personally delivered or two business days after being deposited in the U.S. mail, registered or certified, return receipt requested with postage prepaid and addressed as follows to the party to whom the notice, request, demand, waiver, instruction or other communication is to be given, or at such other address as that party shall designate by notice to the other parties in accordance with this Section 8.1; provided that notices, requests, demands, waivers, instructions and other communications to the Trustee shall be deemed effective only upon receipt by the Trustee.

To the Company:

Boston Life Sciences, Inc.

20 Newbury Street, 5th Floor

Boston, MA 02116

Attention: Corporate Secretary

To the Trustee:

Boston Private Bank & Trust Company

Ten Post Office Square

Boston, MA 02109

Attention: Donald W. Brown

To an Indemnitee: At the address set forth in Exhibit D hereto, as amended from time to time by notice to the Trustee and the Company, by the Indemnitee.

8.2 Governing Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The Trustee, the Company and each

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Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, RL&F Service Corp., One Rodney Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

8.3 Successors and Assignee. This Agreement shall, subject to other provisions hereof restricting assignment or delegation, be binding upon and inure to the benefit of the parties hereto, their respective successor, heirs, executors, administrators, estates, legal representatives and assigns. For purposes of this Agreement, all of the successors, heirs, executors, administrators, estates, legal representatives and assigns of any Indemnitee shall collectively constitute a single Indemnitee.

8.4 Counterparts. This Agreement may be executed in two or more counterparts, and by each party on separate counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

8.5 Headings. Titles and headings to sections herein are for purposes of reference only and shall in no way limit, define or otherwise affect the interpretation of the provisions hereof.

8.6 Amendment. This Agreement may be amended, modified or supplemented only by an agreement in writing, signed by the Company and the Trustee and approved in writing by all of the Indemnitees.

8.7 Agreement for the Express Benefit of Indemnitees. This Agreement has been executed for the express benefit of the Indemnitees; and, to the maximum extent permissible by law, none of the Assets in the Trust shall be attachable or chargeable for the individual debts or obligations of the Company or any of the Indemnitees.

8.8 Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matters hereof and there are no other agreements or understandings, written or oral, in effect between the parties relating to such subject matter except as expressly referred to herein.

8.9 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each

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portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effects to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

[signatures to follow]

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IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement as of the date and year first above written.

BOSTON LIFE SCIENCES, INC.
By:	/s/    MARC LANSER M.D.
	President

BOSTON PRIVATE BANK & TRUST COMPANY
By:	/s/    DONALD W. BROWN
	Vice President

INDEMNITEES

/s/    S. DAVID HILLSON        

S. David Hillson

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EXHIBIT A

Schedule of Assets Delivered to Trustee

$100,000 in cash

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EXHIBIT B

PERMITTED INVESTMENTS

The funds delivered to the Trustee, and interest or income thereon and proceeds therefrom (i) shall only be invested in (A) debt obligations issued or guaranteed by, and bearing the full faith and credit as to the repayment in full of principal and payment of interest of the United States of America, maturing not later than one year from the date of acquisition by the Trust, (B) direct obligations of any state maturing not later than one year from the date of acquisition by the Trust, provided that such investments shall not at the time of investment therein constitute more than 20% of the market value of all assets then held in the Trust (as reasonably determined by the Trustee), and (C) shares of, or other comparable interests in, money market mutual funds (including any such fund maintained or sponsored by the Trustee), and (ii) shall not be invested in any security, instrument or obligation issued or guaranteed by the Company or any affiliate thereof. Subject to the foregoing provisions of this Exhibit, the Trustee shall use its best efforts to invest such funds, interest and income in a manner so that such funds as may be reasonably anticipated to be necessary shall be readily available for distribution in accordance with the provisions of this Agreement. The Trustee shall hold any funds delivered to it pursuant to this Agreement, together with all interest accumulated and income earned thereon and proceeds therefrom (together, the “Indemnification Trust Fund”), in trust upon the terms and conditions set forth in this Agreement. For purposes of this Agreement, any interest income earned on any investment made by the Trust (including, without limitation, amounts, if any, attributable to the amortization of original issue discount) but not any capital appreciation on any such investment shall be “Interest Income”.

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EXHIBIT C

FORM OF REQUEST FOR WITHDRAWAL

Boston Private Bank & Trust Company

Ten Post Office Square

Boston, MA 02109

Attention: Donald W. Brown

Boston Life Sciences, Inc.

20 Newbury Street, 5th Floor

Boston, MA 02116

Attention: Corporate Secretary

Gentlemen:

Pursuant to the Boston Life Sciences, Inc. Directors and Officers Indemnity Trust, dated as of June 15, 2004 (the “Trust”), I hereby request withdrawal of $[                    ] from the Trust by check payable to [                    ] and, in connection with this request (the “Request”), hereby certify as follows:

1. I am an Indemnitee of Boston Life Sciences, Inc. (the “Company”) under the Trust.

2. I have incurred (or reasonably expect to incur in the next three months) Expenses that are reimbursable pursuant to Section 3.1 of the Trust in the amount of $                    , consisting of [                    ], for which I am entitled to an advance pursuant to the terms of the Trust and the terms of the Indemnification Agreement.

3. On              [date]             , I provided to the Company with true and complete copies of the bills (or good faith estimates thereof) for such Expenses and true and complete copies of the [Judgments/ settlement agreements] for any other liabilities that are reimbursable pursuant to Section 3.1 of the Trust and, at the date hereof, [                    ] has not paid such [bill/judgment/settlement agreement] or advanced to me any amount for payment of such [bill/judgment/settlement agreement] or [                    ] has paid or advanced to me only $[                    ] for payments of such [bill/judgment/settlement agreement]. True and complete copies of such [bills/judgments/settlement agreements] (or good faith estimates thereof) are attached hereto.

4. I have previously requested and received disbursements from the Trust directly or for my benefit, in the aggregate amount of $                    .

5. If the request relates to indemnification for Expenses, attached [in substantially the form of Annex 1] is my undertaking to reimburse the Company for all amounts disbursed to me or on my behalf pursuant to this request if it is ultimately determined that I am not entitled to

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indemnification thereof under the provisions of the Indemnification Agreement, the By-laws of the Company, applicable law or otherwise.

6. If this request relates to indemnification for liabilities (other than Expenses) that are reimbursable pursuant to Section 3.1 of the Trust, I hereby represent that I entitled to such reimbursement under the terms of the Indemnification Agreement, including without limitation Sections 10, 11, 12 and 15 of said agreement.

7. I hereby indemnify, defend and hold harmless [the trustee] in its individual and fiduciary capacity, and their respective agents, servants, employees, directors, stockholders, representatives, assigned and affiliated against any and all liabilities, losses, claims, expenses (including reasonable attorneys’ fees) and damages arising from the disbursement of funds pursuant to this Request. This provision shall be binding on my successors and assigns. This indemnification shall not be applicable with respect to actions brought or claims made by Boston Life Sciences, Inc.

For purposes of this request, the terms “Indemnitee”, “Expenses”, “Indemnification Agreement” and “By-Laws” have the respective meanings given to them in the Trust.

IN WITNESS WHEREOF, the undersigned certifies that the foregoing is true and correct.

[Signature]

[Printed Name]

[Street Address]

[City, State, Zip]

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ANNEX 1

Boston Private Bank & Trust Company

Ten Post Office Square

Boston, MA 02109

Attention: Donald W. Brown

Boston Life Sciences, Inc.

20 Newbury Street, 5th Floor

Boston, MA 02116

Attention: Corporate Secretary

Gentlemen:

As a [insert position with                     ], I have received disbursements from or had expenses paid by either (i) Boston Life Sciences, Inc. (the “Company”) or (ii) the Boston Life Sciences, Inc. Directors and Officers Indemnity Trust, dated June 15 , 2004 (the “Trust”), in connection with [insert description of matter].

Please accept this letter as my undertaking to repay the Company, if it shall be ultimately determined that I am not entitled to be indemnified by the Company under the provisions of the Indemnification Agreement.

Sincerely,

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ANNEX 2

Boston Private Bank & Trust Company

Ten Post Office Square

Boston, MA 02109

Attention: Donald W. Brown

Boston Life Sciences, Inc.

20 Newbury Street, 5th Floor

Boston, MA 02116

Attention: Corporate Secretary

Gentlemen:

As a [insert position with                     ], I have received disbursements from or had expenses paid by either (i) Boston Life Sciences, Inc. (the “Company”) or (ii) the Boston Life Sciences, Inc. Directors and Officers Indemnity Trust, dated June 15, 2004 (the “Trust”), in connection with [insert description of matter].

Please accept this letter as my undertaking to repay either                      or the Trust, as appropriate, if it shall be ultimately determined that I am not entitled to be indemnified by the Company under the provisions of the Indemnification Agreement.

Sincerely,

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EXHIBIT D

LIST OF INDEMNITEES

S. David Hillson

[address]

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EX-99.7

Exhibit 99.7

BOSTON PRIVATE BANK

& TRUST COMPANY

IRREVOCABLE STANDBY LETTER OF CREDIT

NUMBER:	BPB#385
DATE OF ISSUANCE:	June 15, 2004
EXPIRATION DATE:	June 15, 2005
APPLICANT:	Boston Life Sciences, Inc.
ADDRESS:	20 Newbury Street, 5th Floor Boston, MA 02116

BENEFICIARY:

Ingalls & Snyder Value Partners, L.P.

61 Broadway

New York, NY 10006

Dear Sir or Madam:

We hereby establish our Irrevocable Standby Letter of Credit Number BPB#385 (“Letter of Credit”) in your favor at the request and for the account of Boston Life Sciences, Inc., available by your draft drawn at sight on Boston Private Bank & Trust Company, Ten Post Office Square, Boston, Massachusetts up to an aggregate amount of ‘Four Million Seven Hundred Eighty Five Thousand Five Hundred Fifty and 00/100 U.S. Dollars’ (US$4,785,550.00), effective June 15, 2004 and expiring at Boston, Massachusetts on June 15, 2005 at 5:00PM.

Payment of any draft drawn on us will be honored in accordance with the terms herein upon presentation of (a) the original Letter of Credit, accompanied by (b.) a writing from the Beneficiary, signed by a duly authorized individual and notarized, which states that “THIS DRAW IN THE AMOUNT OF                      U.S. DOLLARS ($                    ) UNDER YOUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. BPB#385 REPRESENTS FUNDS FOR PAYMENT OF PRINCIPAL AND/OR INTEREST DUE AND OWING IN RESPECT OF THOSE CERTAIN OUTSTANDING 10% CONVERTIBLE SENIOR SECURED PROMISSORY NOTES DUE JUNE 1, 2005 ISSUED BY BOSTON LIFE SCIENCES, INC. IN INITIAL PRINCIPAL AMOUNT OF FOUR MILLION AND 00/100 U.S. DOLLARS ($4,000,000.00) (DATED AS OF JULY 25, 2002), ONE HUNDRED AND FORTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 00/100 U.S. DOLLARS ($143,333.00) (DATED AS OF DECEMBER 1, 2002) AND TWO HUNDRED SEVEN THOUSAND ONE HUNDRED SIXTY-SEVEN AND 00/100 U.S. DOLLARS ($207,167.00) (DATED AS OF JUNE 1, 2003), AND ANY ADDITIONAL SUCH NOTES ISSUED AS PAYMENT OF INTEREST UNDER SECTION 1(b) OF SUCH NOTES.”

This Letter of Credit shall terminate on the above-stated expiry date. Additionally, the face amount of the Letter of Credit shall reduce automatically as follows, provided that if there shall have been any draw on this Letter of Credit on or prior to the date set forth below, the amount of such scheduled reduction shall be reduced by the amount of such draw:

Date	Reduction Amount
December 15, 2004	$	228,401.00

TEN POST OFFICE SQUARE • BOSTON, MASSACHUSETTS 02109 • TELEPHONE: (617) 912-1900 • FAX: (617) 912-4550

BOSTONPRIVATEBANK.COM

If any draft and the requisite documents are presented before expiration of this Letter of Credit, we will honor such draft drawn under and in compliance with the terms of this Letter of Credit upon presentation, and payment will be effected in accordance with any accompanying instructions on the same day if presentation is made before noon, Eastern Time, on that day. If presentation is made after noon, Eastern Time, then payment will be effected in accordance with any accompanying instructions before the close of business on the following day.

Drawings under this Letter of Credit must bear the clause “Drawn under Boston Private Bank & Trust Company Letter of Credit BPB#385, dated June 15, 2004.”

This Letter of Credit is freely transferable and assignable by you, any of your successors or any transferee or assignee hereof without any limitation, and inures to your benefit and to the benefit of your successors, transferees and assignees. Upon any transfer or assignment hereof, you, your then current successor, or the then current transferor or assignor hereof, as the case may be, shall give us notice of such transfer or assignment. We reserve the right to require reasonable evidence of such assignment as a condition to any draw hereunder.

Any amounts available under this Letter of Credit may be drawn in its entirety or in portions and/or by negotiation. In the event that you elect to draw upon less than the full stated amount hereof, the stated amount of the Letter of Credit will be automatically reduced by the amount of such partial draw and the balance remaining shall be available for future draw.

Unless otherwise expressly stated, this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

Very truly yours,
BOSTON PRIVATE BANK & TRUST COMPANY
By:	/s/    ROBERT C. BUFFUM, JR.
Name:	Robert C. Buffum, Jr.
Title:	Senior Vice President

EX-99.8

Exhibit 99.8

BOSTON PRIVATE BANK & TRUST COMPANY

CONTINUING LETTER OF CREDIT AND SECURITY AGREEMENT

(Standby Letter of Credit)

As of June 15, 2004

Boston Private Bank & Trust Company
Ten Post Office Square	RE: Letter of Credit Number: BPB#385
Boston, Massachusetts 02109

Ladies and Gentlemen:

Boston Life Sciences, Inc., a Delaware corporation with a mailing address at 20 Newbury Street, Boston, MA 02116 (“Applicant”) hereby agrees with Boston Private Bank & Trust Company (“Bank”) as follows regarding the issuance of a letter of credit by Bank for the account of the Applicant all as described herein (the “Credit”):

1. Issuance of Credit. The Credit shall be issued by the Bank in accordance with the Applicant’s application, including any amendments thereto. As used in this Agreement, the term “Applicant” means any party signing the application for the Credit, whether as applicant or account party. The Credit shall be issued by the Bank subject to the terms and conditions of this Agreement.

2. Reimbursement Obligation. The Applicant agrees to pay to the Bank the amount required to pay each Draft (as defined below) in immediately available funds. In the case of each sight Draft, such amount shall be payable on demand or at Bank’s request in advance. In the case of each time Draft, such amount shall be payable on demand but in any event not later than the date of maturity of such Draft.

As used in this Agreement, the term “Draft” means all drafts, acceptances, instruments, advices or other demands for payment under the Credit, in the form required to be presented under the Credit.

3. Payment of Commissions, Interest and Costs. The Applicant agrees to pay to Bank on demand: (a) an issuance fee equal to three-quarters of one (.75%) percent of the face amount of the Credit (due upon closing), (b) interest at the applicable rate set forth below, (c) all reasonable and documented costs and expenses incurred by Bank in connection with the Credit or this Agreement, and (d) such amounts as may be necessary to compensate Bank for any increased cost attributable to the Credit resulting from any change in law or regulation or in the interpretation thereof regarding reserves, assessments, adequacy of capital or similar requirements. Bank’s determination of such increased cost and the allocable share attributable to the Credit shall be deemed correct in the absence of manifest error. The fees, commissions, interest, costs and expenses referred to above shall each constitute Obligations secured by the Collateral (as those terms are defined in Section 4). Bank may charge any deposit account of the Applicant with the Bank for the payment of the Applicant’s Obligations.

Boston Private Bank & Trust Company

If any amount due under this Agreement is not paid on the date when due or on demand, such amount shall thereafter bear interest at a fluctuating rate equal to 5% per annum above the Base Rate. As used in this Agreement, “Base Rate” means the rate of interest announced by the Bank at its headquarters in Boston from time to time as its “Base Rate,” which rate is a reference rate and not necessarily the lowest rate of interest charged by the Bank to its customers. Each change in the Base Rate shall be reflected in a corresponding change in the fluctuating rate payable pursuant to this Agreement. Interest shall be calculated on the basis of the actual number of days elapsed and a year of 360 days.

4. Bank’s Security Interest. As security for the payment and performance of all obligations of the Applicant to the Bank under this Agreement or any other agreement or instrument, whether now existing or hereafter arising, absolute or contingent, due or to become due in connection with the Credit (the “Obligations”), the Applicant grants to Bank a security interest in (a) Investment Management Account No. 755A3071 (the “Account”) pledged to Bank by Applicant pursuant to a certain Security Agreement (Pledged Collateral) of even date (the “Pledge Agreement”), and (b) all investment property, securities, security entitlements, financial assets and related rights with respect to the Account and all cash and non-cash proceeds thereof (the “Collateral”).

5. Applicant’s Obligations Regarding Collateral. The Applicant agrees to maintain in the Account cash, cash equivalents and/or investment grade (S & P rated BBB and Moody’s Baa or better) bonds sufficient to provide coverage at all times equal to or greater than the stated amount of the Credit (as then in effect) applied to the Bank’s standard margin value for cash, cash equivalents or bonds as follows:

Cash – one hundred (100%) percent;

U.S. Treasury Obligations less than or equal to five (5) years –ninety-five (95%) percent;

U.S. Treasury Obligations greater than five (5) years – ninety (90%) percent;

Investment Grade Bonds – eighty (80%) percent.

6. Events of Default. Each of the following shall constitute an Event of Default under this Agreement:

(a) Default in the payment or performance of any Obligation, or the occurrence of a default under any agreement between Applicant and Bank relating to the Credit and the expiration of any applicable grace or cure period.

(b) Termination of existence of the Applicant; the insolvency of the Applicant or its failure generally to pay its debts as they become due; appointment of a receiver of any part of the property of the Applicant or an assignment for the benefit of (or composition with) the creditors of the Applicant; the filing of a petition in bankruptcy by or against the Applicant or the commencement of any proceedings by or against the Applicant under any insolvency or other laws relating to the relief of debtors; the taking of any action by the Applicant to authorize any of the foregoing, or the calling of any meeting of creditors of the Applicant for any of the foregoing purposes; or the occurrence of any of the foregoing acts or events by, against or with regard to any maker, endorser or guarantor of any Obligation.

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Boston Private Bank & Trust Company

(c) The issuance of a temporary restraining order, injunction or other order of any court or other body affecting the time or manner of payment of any Draft or the promulgation of any law, rule or regulation having a similar effect.

(d) The sale of all, substantially all or any substantial part of the assets of the Applicant or any maker, endorser or guarantor of any Obligation of the Applicant to Bank.

(e) The Applicant’s failure to maintain sufficient collateral in the Account pursuant to Section 5 hereof.

Upon the occurrence of an Event of Default and the expiration of ten (10) days following receipt of written notice of such default without cure, except for failure to repay the amount of any Draft on demand for which no grace period shall apply, all of the Obligations shall (unless Bank otherwise elects) become immediately due and payable without demand, presentment or notice, notwithstanding the Credit or time allowed in any instrument evidencing an Obligation or otherwise.

7. Bank’s Rights and Remedies. Upon the occurrence of an Event of Default, Bank shall have the rights and remedies of a secured party under the uniform commercial code as enacted in Massachusetts (“UCC”) and as otherwise provided in the Pledge Agreement. Bank shall be under no obligation to take any steps necessary to preserve rights in the Collateral against prior parties, but may do so at its option. Any deposits or other sums at any time credited by or due from the Bank to the Applicant shall at all times constitute Collateral for the Obligations. Bank shall apply the net proceeds of any disposition of Collateral to the Obligations in such order as it may determine. With respect to Obligations not yet due, including contingent Obligations, Bank may at its option hold Collateral (including any proceeds thereof) until all such Obligations have been paid in full, subject to the right of Applicant to reduce the amount of Collateral under the Pledge Agreement based upon reductions in the amount of the Credit.

8. Limitations on Bank’s Responsibility. Bank may accept or pay any Draft substantially complying with the terms of the Credit. The Applicant agrees that the user of Credit shall not be deemed an agent of the Bank. Bank shall not be responsible for: (a) any act or omission by the beneficiary of the Credit or any fraud, forgery or other defect not apparent on the face of documents accompanying any Draft, (b) failure of documents to accompany a Draft at negotiation or presentment (other than documents expressly required to be presented under the Credit), or (c) any act, event or circumstance for which the Bank would not be liable under the UCP, as defined in Section 11.

The happening of any of the acts or events referred to above shall not impair the Bank’s rights and powers hereunder or the Applicant’s Obligations to the Bank, and neither Bank nor its correspondents shall be liable to Applicant for any act or omission unless in bad faith or resulting from Bank’s gross negligence. The Applicant will promptly examine its copy of the Credit and any amendments thereto and all Drafts and documents from time to time delivered to it by Bank and will promptly notify Bank of any claim of noncompliance with the Applicant’s instructions or other irregularity. In the event the Applicant fails to promptly notify Bank of such noncompliance or irregularity, the Applicant shall be deemed to have waived any claim or defense that would otherwise be available to it as a result thereof. In no event shall the Bank be liable to the Applicant for any special or consequential damages.

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Boston Private Bank & Trust Company

9. Applicant’s Agreement to Indemnify Bank and its correspondents. Applicant agrees to indemnify Bank and its correspondents and hold it harmless from any loss, cost (including reasonable and documented legal fees and costs) or damage it may suffer as a result of: (i) any failure of the Applicant to comply with the terms of this Agreement, (ii) obligations and responsibilities imposed by foreign laws and customs for which the Applicant is liable to indemnify the Bank and its correspondents under the UCP, or (iii) Bank’s dishonor of a draft or demand at the Applicant’s request or pursuant to an injunction. Notwithstanding, the Applicant shall not be responsible for any loss, cost or damage arising from Bank’s gross negligence or willful misconduct.

10. Successors and Assigns. This Agreement shall be binding upon and benefit the Applicant and its successors and assigns, and shall be binding upon and benefit the Bank and its successors and assigns. Bank and its correspondents may receive, accept or pay as complying with the terms of the Credit any Drafts or documents signed by or issued to any successor to the party in whose name the Credit provides that Drafts should be drawn or documents issued, including any legal representative of such person, provided that Bank receives evidence of such succession. In the event that the Applicant hereunder is different from the account party on the Credit, the Applicant and such account party shall be jointly and severally liable hereunder as to all amounts due hereunder with respect to the Credit.

11. Applicable Law. The Credit shall be subject to the Uniform Customs and Practice for Documentary Credits, 1993 revision, International Chamber of Commerce Publication No. 500, and any subsequent revisions thereof (“UCP”), except as the Bank and the Applicant may otherwise agree. This Agreement shall be governed by the laws of Massachusetts, and the Applicant hereby submits to the jurisdiction of the state and federal courts of such state with respect to any suit arising out of this Agreement or the Credit. Notice to or service of process on the Applicant may be made by certified mail, return receipt requested or recognized overnight courier to its address listed in this Agreement, in the application for the Credit or at the latest address appearing in the Bank’s records with a copy to Ropes & Gray, One International Place, Boston, MA 02110, Attn: Steven A. Wilcox, Esq.

12. Records and Information. In consideration of the Credit, the Applicant shall furnish the Bank within one hundred twenty (120) days of year end, a balance sheet, income statement and statement of cash flows reflecting its financial condition at the end of each such fiscal year and the results of its operations during each such fiscal year. Each statement shall be audited by an independent certified public accountant acceptable to the Bank. The Applicant shall also furnish the Bank quarterly, within forty-five (45) days of quarter end, a management prepared balance sheet, income statement and statement of cash flows reflecting its financial condition and the results of its operations during each such quarter. The Applicant’s compliance with the reporting requirements of Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934, as amended, and its filing of such required reports on the Securities and Exchange Commission’s EDGAR system shall constitute compliance with the above-referenced financial reporting obligations.

13. Miscellaneous. This Agreement represents the entire understanding between the Bank and the Applicant with regard to the Credit, and its provisions may not be modified, waived or amended except by a writing signed by the Applicant and the Bank. This Agreement is executed as an instrument under seal.

14. Jury Trial Wavier. THE APPLICANT WAIVES ANY RIGHT TO TRIAL BY JURY THE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT OR THE PLEDGE AGREEMENT. THE APPLICANT

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Boston Private Bank & Trust Company

AND THE BANK HEREBY KNOWINGLY AND VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE PLEDGE AGREEMENT. THE APPLICANT HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE APPLICANT ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO PROVIDE THE CREDIT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS PARAGRAPH.

Very truly yours,
BOSTON LIFE SCIENCES, INC.
By:	/S/    MARC LANSER
	President

ACCEPTED AND AGREED TO:
BOSTON PRIVATE BANK & TRUST COMPANY
By:	/S/    ILLEGIBLE

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EX-99.9

Exhibit 99.9

SECURITY AGREEMENT (Pledged Collateral)

In consideration of financial accommodations heretofore, now, or hereafter made to or for the benefit of Boston Life Sciences, Inc. (hereinafter called the “Pledgor”) by Boston Private Bank & Trust Company (the “Bank”) and to secure payment of any liability or obligation of the Pledgor to the Bank, direct or indirect, primary or secondary, now existing or hereafter arising under and with respect to a certain Continuing Letter of Credit and Security Agreement of even date (the “Reimbursement Agreement”) (said liabilities and obligations hereby secured being hereinafter called “Obligations”), the Pledgor hereby grants a security interest in, assigns, transfers and delivers to the Bank the collateral (but only to the extent of the amount of the Obligations) described on Exhibit A attached hereto and made a part hereof, together with any additions to or substitutions for said property and any and all proceeds of the same, all of which shall hereinafter be referred to as “Collateral”. The Bank, upon the occurrence of an Event of Default hereunder, may transfer Collateral into its name or that of its nominee and may receive the income and any distribution thereon and hold the same as Collateral for the Obligations, or apply the same to any defaulted Obligation. Bank recognizes and agrees that the Collateral pledged hereunder will be automatically reduced from time to time (and upon Pledgor’s request released to Pledgor provided no Obligations are then due and owing) to coincide with reductions in the face amount of the Credit (as defined in the Reimbursement Agreement), such that the Collateral pledged hereunder shall at all times equal the reducing stated amount of the Credit.

Pledgor may not, without the Bank’s prior written consent, withdraw any sums or other assets from the Collateral if the margin value of the remaining Collateral, as set forth on Exhibit A attached hereto and made a part hereof, would be less than the then stated amount of the Credit (as defined in the Reimbursement Agreement) or if any Obligations are then due and payable.

The occurrence of an Event of Default under the Reimbursement Agreement and the expiration of any applicable notice or cure periods shall constitute an “Event of Default” hereunder.

Upon an Event of Default hereunder, and at any time or times thereafter, without any demand, except as may be required by applicable law, the Bank may sell or otherwise dispose of any or all of the Collateral and may exercise any and all rights and remedies accorded to it by Article 9 of the Massachusetts Uniform Commercial Code, as amended from time to time, or otherwise accorded by law, all as the Bank or any authorized person acting for it may determine.

The Bank shall not have any duty as to collection or protection of any Collateral or any income or distribution thereon nor as to the preservation of any rights, including, without limitation,

rights against prior parties, beyond safekeeping of the Collateral in accordance with the Bank’s normal policies and procedures exercised in its good faith judgment.

The Bank in its discretion, following an Event of Default hereunder, may for itself apply any and all proceeds of the Collateral, however arising, and other amounts collected or received in the exercise of its rights hereunder to the Obligations, whether or not then due, and may exercise said rights, without regard to the existence of any other security for any Obligation.

Except as otherwise set forth herein, the Pledgor hereby waives notice of any and all advances, extensions or renewals, and of any default hereunder or as to any Obligation, as well as presentment, demand, notice, and protest as to any and all Obligations and also all Obligations of the Pledgor hereunder.

No delay or omission by the Bank in exercising or enforcing any of its rights, powers, privileges, remedies, immunities or discretions (all of which are hereinafter collectively referred to as the “Bank’s rights and remedies”) hereunder shall constitute a waiver thereof; and no waiver by the Bank of any default of the Pledgor hereunder shall operate as a waiver of any other default hereunder. No term or provision hereof shall be waived, altered or modified except with the prior written consent of the Bank, which consent makes explicit reference to this Agreement. Except as provided in the preceding sentence, no other agreement or transaction, of whatsoever nature, entered into between the Bank and the Pledgor at any time (whether before, during or after the effective date or term of this Agreement), shall be construed in any particular as a waiver, modification or limitation of any of the Bank’s rights and remedies under this Agreement (nor shall anything in this Agreement be construed as a waiver, modification or limitation of any of the Bank’s rights and remedies under any such other agreement or transaction), but all of the Bank’s rights and remedies not only under the provisions of this Agreement but also of any such other agreement or transaction shall be cumulative and not alternative or exclusive.

If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto and shall remain in full force and effect until the last to occur of (i) payment of all Obligations of the Pledgor owed to the Bank or (ii) termination or expiration of the Credit (as defined in the Reimbursement Agreement).

This Agreement is intended to take effect as a sealed instrument and has been executed or completed and is to be performed in the Commonwealth of Massachusetts, and it and all transactions hereunder or pursuant hereto shall be governed as to interpretation, validity, effect, rights, duties and

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remedies of the parties hereunder and in all other respects by the domestic laws of the Commonwealth of Massachusetts.

Witness our hands as of the 15th day of June, 2004.

WITNESS:	BOSTON LIFE SCIENCES, INC.
/S/    ILLEGIBLE	By:	/S/    MARC LANSER
		President
		Address:	20 Newbury Street
			Boston, MA 02115

ACCEPTED AND AGREED TO:
BOSTON PRIVATE BANK & TRUST COMPANY
By:	/S/    ILLEGIBLE

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EXHIBIT A

COLLATERAL

A certain Investment Account No. 755A3071 at Bank (the “Account”), together with all investment property, securities, security entitlements, financial assets and related rights with respect to the Account and all proceeds of any of the foregoing.

ADVANCE RATES

INVESTMENT	MARGIN VALUE
Cash	100%
U.S. Treasury Obligations less than or equal to 5 years	95%
U.S. Treasury Obligations greater than 5 years	90%
Investment Grade Bonds	80%

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