BOSTON LIFE SCIENCES INC /DE, PRE 14A, 2000-04-21

BOSTON LIFE SCIENCES INC /DE
PRE 14A, 2000-04-21
PHARMACEUTICAL PREPARATIONS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Boston Life Sciences
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
<PAGE>

BOSTON LIFE SCIENCES, INC.
137 Newbury Street, 8th Floor
Boston, Massachusetts 02116
(617) 425-0200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 2000

To all Holders of Shares of Common Stock:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of BOSTON
LIFE SCIENCES, INC. (the "Company") will be held at The Ritz-Carlton Hotel, 15
Arlington Street, Boston, Massachusetts 02116 on June 13, 2000 at 10:00 a.m.
for the following purposes:

1. To consider and act upon a proposal to elect seven directors for a
term ending at the next annual meeting and until each such director's
successor is duly elected and qualified.

2. To approve an amendment (the "Certificate Amendment") to increase to
40,000,000 the number of shares of common stock authorized for issuance
under the Company's Amended and Restated Certificate of Incorporation, an
increase of 10,000,000 shares.

3. To approve an amendment (the "2000 Plan Amendment") to the Company's
1998 Omnibus Stock Option Plan to increase to 1,500,000 the number of
shares issuable upon the exercise of options granted thereunder, an
increase of 500,000 shares.

4. To consider and take action upon such other business as may properly
come before the meeting or any postponements or adjournments thereof.

Shareholders of record at the close of business of April 27, 2000 are
entitled to notice of and to vote at the meeting. Directors will be elected by
a plurality of the votes cast by holders of common stock. The favorable vote
of a majority of the outstanding shares of common stock is required to approve
Proposal 2. The affirmative vote of holders of a majority of the shares of
common stock present in person or by proxy and entitled to vote is required to
approve Proposal 3.

The Board of Directors recommends that you vote for the election of nominees
for director and in favor of Proposals 2 and 3.

Your vote is important. Please complete, date and sign the enclosed proxy
and return it promptly in the enclosed envelope, whether or not you plan to
attend the annual meeting in person. A self-addressed, postage paid envelope
is enclosed for your convenience. You may also complete your proxy by
telephone by calling 1-800-454-8683, or via the Internet at www.proxyvote.com.

By Order of the Board of Directors,

Joseph P. Hernon
Secretary

May , 2000
Boston, Massachusetts
<PAGE>

BOSTON LIFE SCIENCES, INC.
137 Newbury Street, 8th Floor
Boston, Massachusetts 02116
Telephone: (617) 425-0200
Facsimile: (617) 425-0996

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Boston Life Sciences, Inc. (the "Company")
of proxies to be voted at its Annual Meeting of Stockholders and at any
adjournments thereof (the "Meeting"), which is scheduled to be held on June
13, 2000, at 10:00 a.m. at The Ritz-Carlton Hotel, 15 Arlington Street,
Boston, Massachusetts 02116, for the purposes set forth in the accompanying
notice of meeting. It is expected that this proxy statement, the foregoing
notice and the enclosed proxy card are first being mailed to stockholders
entitled to vote on or about May 12, 2000. A complete list of stockholders
entitled to vote at the meeting will be open to the examination of any
stockholder for any purpose germane to the meeting, during ordinary business
hours, at least ten days prior to the meeting at the principal executive
offices of the Company listed above. Sending a signed proxy, or completing the
proxy telephonically or via the Internet, will not affect a stockholder's
right to attend the Meeting and vote in person since the proxy is revocable.
Any stockholder giving a proxy has the power to revoke it by, among other
methods, giving written notice to the Secretary of the Company at any time
before the proxy is exercised, delivering a duly executed proxy bearing a
later date, or attending the Meeting and voting in person.

When your proxy card is returned properly signed, or you complete the proxy
telephonically or via the Internet, the shares represented will be voted in
accordance with your directions. The Board knows of no matters that are likely
to be brought before the Meeting, other than the matters specifically referred
to in the notice of the Meeting. If any other matters properly come before the
Meeting, however, the persons named in the enclosed proxy, or their duly
appointed substitutes acting at the Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment in such matters. In
the absence of instructions, the shares represented at the Meeting by the
enclosed proxy will be voted "FOR" the seven nominees of the Board in the
election of directors and in favor of each proposal.

SOLICITATION OF PROXIES

The enclosed proxy is solicited by the Board of Directors of the Company.
The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone or telecopy by officers or other regular employees of the Company,
without additional compensation. The Company is required to pay the reasonable
expenses incurred by record holders of the Company's common stock, $.01 par
value per share (the "Common Stock") who are brokers, dealers, banks or voting
trustees, or other nominees, for mailing proxy material and annual stockholder
reports to any beneficial owners of Common Stock they hold of record, upon
request of such record holders.

VOTING SECURITIES

Holders of record of the Common Stock as of the close of business on April
27, 2000 (the "Record Date"), will be entitled to notice of and to vote at the
Meeting and at any adjournments thereof. As of the Record Date, there were
shares of Common Stock outstanding. The holders of the Company's Common Stock
may vote on all matters presented to the Meeting. Each outstanding share of
Common Stock entitles the holder to one vote.

1
<PAGE>

VOTE REQUIRED FOR ELECTION OF DIRECTORS, APPROVAL OF THE CERTIFICATE
AMENDMENT AND APPROVAL OF THE 2000 PLAN AMENDMENT.

At the Meeting, seven directors will be elected. Directors will be elected
by a plurality of the votes cast by holders of the Common Stock represented in
person or by proxy at the Meeting. The affirmative vote of holders of a
majority of the shares of common stock present in person or by proxy at the
Meeting is required. Votes withheld with respect to the election of directors
will be counted for the purpose of determining whether a quorum is present at
the Meeting but will not be considered as votes cast and will have no effect
on the result of the vote for directors.

The Company is not aware of any matter, other than as referred to in this
proxy statement, to be presented at the Meeting.

The presence, in person or by proxy, of the holders of at least a majority
of the outstanding Common Stock entitled to vote is necessary to constitute a
quorum for the taking of any action at the Meeting. Abstentions with respect
to all proposals will also be counted for the purpose of determining whether a
quorum is present at the Meeting and as votes cast. Broker non-votes with
respect to all proposals will be counted in determining the presence of a
quorum. Broker non-votes are shares represented at the meeting held by brokers
or nominees as to which (a) instructions have not been received from the
beneficial owners or persons entitled to vote, and (b) the broker or nominee
does not have discretionary voting power on a particular matter. Abstentions
and broker non-votes will have the effect of a no vote with respect to the
proposed amendment to our 1998 Omnibus Stock Option Plan and the proposed
amendment to increase to 40,000,000 the number of shares of common stock
authorized for issuance under the Company's Amended and Restated Certificate
of Incorporation. Abstentions and broker non-votes will have no effect on the
election of directors.

2
<PAGE>

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

As of April 12, 2000 the following directors, named executive officers, and
directors and executive officers as a group, and each person, including any
"group" as that term is defined in Section B(d)(3) of the Exchange Act, that
the Company knows to be the beneficial owner of more than five percent of the
Company's outstanding common stock beneficially own (as defined in regulations
issued by the Securities and Exchange Commission (the "SEC")) the amounts of
the Company's outstanding Common Stock set forth below.

<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership(1) of Class(2)
- ------------------------ ----------------------- -----------
<S> <C> <C>
Colin B. Bier, PhD......................... 79,629 *
Director (3)

Edson D. de Castro......................... 132,388 *
Director (3)

Adrian M. Gerber (4)....................... 25,062 *

Joseph P. Hernon........................... 203,280 1.08%
Chief Financial Officer and Secretary (5)

S. David Hillson, Esq. .................... 817,655 4.28%
Chairman of the Board, President and Chief
Executive Officer (6)

Robert Langer, Sc.D........................ 24,134 *
Director, (3)

Marc E. Lanser, M.D. ...................... 501,962 2.65%
Director, Executive Vice President and
Chief Scientific Officer (7)

Ira W. Lieberman, PhD...................... 93,552 *
Director (8)

E. Christopher Palmer, CPA................. 98,552 *
Director (8)

Brown Simpson Strategic Growth Fund, Ltd. 2,576,560 12.93%
(9)........................................

Brown Simpson Strategic Growth Fund, L.P. 648,535 3.43%
(9)........................................

All directors and executive officers as a 1,976,214 9.87%
group (8 persons) (10).....................
</TABLE>
- --------
Unless otherwise indicated, the business address of each beneficial holder
named above is c/o Boston Life Sciences, Inc., 137 Newbury Street, 8th
Floor, Boston, MA 02116.

* Represents less than 1% of the outstanding shares.

(1) Except as otherwise specified in footnotes to this table, the persons
named in this table have sole voting and investment power with respect to
all shares of Common Stock owned. The information in the table was
furnished by the owners listed.
(2) The amounts of shares owned and the percentages in this table are based on
the number of shares of Common Stock outstanding as of April 12, 2000 or
issuable upon the exercise of options which are exercisable or which will
become exercisable within 60 days of April 12, 2000.
(3) Consists of Common Stock issuable upon exercise of options.
(4) Includes 1,062 shares of Common Stock issuable upon exercise of options.
(5) Includes 174,750 shares of Common Stock issuable upon exercise of options.
(6) Includes 508,730 shares of Common Stock issuable upon exercise of options.
(7) Includes 358,295 shares of Common Stock issuable upon exercise of options,
and 19,051 shares held in trust for the benefit of his children.
(8) Includes 85,952 shares of Common Stock issuable upon exercise of options.
(9) Includes 970,000 and 720,000 shares of Common Stock, respectively issuable
upon the exercise of warrants. The principal address is 152 West 57th
Street, 40th Floor, New York, NY 10019.
(10) Includes 1,450,892 shares of Common Stock issuable upon exercise of
options.

3
<PAGE>

PROPOSAL NO. 1

ELECTION OF DIRECTORS

In March 2000, the Board of Directors formed a Nominating Committee
consisting of Messrs. Hillson, Lieberman, Palmer and Dr. Bier and delegated to
the committee the Board's authority to determine the size of the Board of
Directors and to nominate individuals for election to the Board. The
Nominating Committee is scheduled to meet in April, at which time it will
nominate a slate of individuals for election to the Board of Directors. This
preliminary proxy provides a listing of the current members of the Board of
Directors, including their proposed principal occupations and related
qualifications. The final nominees for election to the Board of Directors, as
determined in the sole discretion of the Nominating Committee, may be
comprised of additional nominees not included in this preliminary proxy, and
may also not include nominees included in this proxy.

The Company's Board of Directors currently consists of eight directors. At
the Meeting, the stockholders will elect seven directors for a term ending at
the next Meeting and until each such director's successor is duly elected and
qualified.

The table below sets forth the name of each person nominated by the Board to
serve for a term expiring on the date of the next annual meeting and until his
respective successor is elected and qualified. Each nominee has consented to
be named as a nominee and, to the present knowledge of the Company, is willing
and able to serve as a director, if elected. Should any of the nominees not
remain a candidate at the end of the Meeting (a situation which is not
expected), proxies solicited hereunder will be voted in favor of those who
remain as candidates and may be voted for substitute nominees, unless the
Board determines to reduce the number of directors. Unless contrary
instructions are given on the proxy, the shares represented by a properly
executed proxy will be voted "FOR" the election of the following persons:

<TABLE>
<CAPTION>
Year First
Nominees for Additional Term Age Elected a Director
---------------------------- --- ------------------
<S> <C> <C>
Colin B. Bier, Ph.D. (1)(3)(4)........................... 54 1996
S. David Hillson, Esq. (3)(4)............................ 60 1994
Marc E. Lanser, M.D. .................................... 51 1994
Ira W. Lieberman, Ph.D. (1)(4)........................... 57 1992
E. Christopher Palmer, CPA (2)(3)(4)..................... 59 1992
</TABLE>

<TABLE>
<CAPTION>
Nominees for New Term
---------------------
<S> <C>
Robert Langer, Sc.D......................................................... 51
Scott Weisman, Esq.......................................................... 45
</TABLE>
- --------
(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Member of the Press Release Review Committee

(4) Member of the Nominating Committee

The principal occupations and qualifications of each nominee for Director
are as follows:

COLIN B. BIER, PH.D. Dr. Bier has been a member of the Board since February
1996. Since 1990, Dr. Bier has been the Managing and Scientific Director of
ABA BioResearch, Inc., an independent bioregulatory consulting firm, located
in Montreal, Canada, providing expertise for technology assessment, strategic
management and regulatory development of biopharmaceuticals. Dr. Bier is a
special advisor to the Mount Sinai Hospital in Montreal, Lecturer in
Pathology, Faculty of Medicine, McGill University and an Associate in the
Department of Internal Medicine, Montreal General Hospital. Dr. Bier is also a
member of the Board of Directors

4
<PAGE>

of Sparta Pharmaceuticals, Inc., Maxim Pharmaceuticals, Inc, and Nymox
Corporation. Dr. Bier is also a member of the Board of Directors and on the
Scientific Advisory Boards of several private companies. Prior to his
association with ABA BioResearch, Inc., Dr. Bier was founder, President and
Chief Executive Officer of ITR Laboratories, Inc. Before founding ITR
Laboratories, Inc., Dr. Bier spent over ten years with Bio-Research
Laboratories, Ltd., a contract research laboratory where he was Vice President
and Director of Experimental Toxicology and Clinical Pathology. Dr. Bier has
published more than twenty-five scientific articles in his field in peer-
reviewed journals and received his Ph.D. from Colorado State University.

S. DAVID HILLSON, ESQ. Mr. Hillson served as President, Chief Executive
Officer and a member of the Board of Directors of Old BLSI from November 1994.
Mr. Hillson has been President and Chief Executive Officer and a member of the
Board since the Merger in June 1995. He also has served as Chairman of the
Board of Directors since September 1996. Prior to his responsibilities at Old
BLSI, Mr. Hillson was Senior Vice President of Josephthal, Lyon & Ross,
Incorporated in the research and investment banking divisions from January to
November 1994 and was the Senior Managing Director, investment banking, at The
Stamford Company in New York City from November 1992 to January 1994. Mr.
Hillson was an Executive Vice President of the asset management division of
Mabon Securities from October 1990 until October 1992. Earlier in his 15-year
career as an investment manager, Mr. Hillson was a Senior Vice President with
Shearson, Lehman, Hutton from 1983 to 1990, where he managed three mutual
funds, primarily in the emerging growth area, for the SLH Asset Management
division. Prior to his fund management responsibilities, he was the Chairman
of the Equity Committee for Hutton Investment Management (1976-1982). He
started his business career as an attorney in New York City, having received
his Juris Doctorate from New York University School of Law. He also attended
the Columbia University School of Business Administration and received a
Bachelor of Arts degree from Columbia College.

MARC E. LANSER, M.D. Dr. Lanser has been Executive Vice President, Chief
Scientific Officer and a member of the Board since June 1995. Prior to the
Merger, Dr. Lanser held the same position with Old BLSI from November 1994.
From October 1992 until November 1994, Dr. Lanser was President and Chief
Executive Officer of Old BLSI. Prior to assuming the position of President and
Chief Executive Officer of Old BLSI, Dr. Lanser was an Assistant Professor of
Surgery at Harvard Medical School and member of the full-time academic
faculty, where he directed a NIH funded research project in immunology and
received a NIH Research Career Development Award. Dr. Lanser has published
more than 30 scientific articles in his field in peer-reviewed journals. Dr.
Lanser received his M.D. from Albany Medical College.

ROBERT LANGER, SC.D. Dr. Langer is the Kenneth J. Germeshausen Professor of
Chemical and Biomedical Engineering at MIT. He received a Bachelor's Degree
from Cornell University in 1970 and a Sc.D. from MIT in 1974, both in chemical
engineering. Dr. Langer has received honorary doctorates from the ETH
(Switzerland) and the Technion (Israel). Dr. Langer has written 615 articles,
400 abstracts, 370 patents (one of which was cited as the outstanding patent
in Massachusetts in 1988 and one of 20 outstanding patents in the U.S.), has
given 500 invited lectures (30 named lectureships), and has edited 12 books.
Dr. Langer has received over 70 major awards. He is the only engineer to
receive the Gairdner Foundation International Award (52 recipients of this
award have subsequently received a Nobel Prize), and he received the Lemelson-
MIT Prize, the world's largest prize for invention. In 1989, Dr. Langer was
elected to the Institute of Medicine and the National Academy of Sciences, and
in 1992 he was elected to both the National Academy of Engineering and to the
National Academy of Sciences.

IRA W. LIEBERMAN, PH.D. Dr. Lieberman has been a member of the Board since
the inception of Old BLSI in 1992. Dr. Lieberman is a Senior Manager at the
World Bank where he is the CEO of the Consulting Group to Assist the Poorest
(CGAP). He is also currently involved in corporate restructuring in East Asian
countries in crisis. From 1987 to 1992, Dr. Lieberman was President of LIPAM
International, Inc. an international consulting and investment firm. From
1985-1987 he was on the staff of the World Bank and from 1975 to 1982, he was
a senior executive with ICC Industries, Inc. where he served as Chief
Financial Officer, Executive Vice President and President of ICC's
Manufacturing Group including CEO of Primex Plastics, Inc.

5
<PAGE>

one of ICC's subsidiary companies. He also served on the Board of Directors of
various ICC subsidiaries and affiliates. Dr. Lieberman received his B.A. from
Lehigh University, an M.B.A. from Columbia University and a Ph.D. (D. Phil,)
from Oxford University.

E. CHRISTOPHER PALMER, CPA Mr. Palmer has been a member of the Board since
the inception of Old BLSI in 1992. Mr. Palmer is a certified public accountant
and founded a firm providing tax and financial advisory services to high net-
worth family groups. Prior to establishing his own firm in 1977, Mr. Palmer
was a partner in the accounting firm of Peat Marwick Mitchell & Co. Mr. Palmer
is a Director of Boston Private Bancorp, Inc. and a director and Chairman of
the Trust and Investment Committee of Boston Private Bank & Trust Company, a
Director of Coastal International Inc. and a trustee of two private
foundations. Mr. Palmer received his M.B.A. from Rutgers University and his
A.B. from Dartmouth College.

SCOTT WEISMAN, ESQ. Mr. Weisman has twenty years of investment banking
experience, and is currently the Managing Director of Investment Banking at
H.C. Wainwright & Co. in New York. Prior to joining H.C. Wainwright, Mr.
Weisman served as Director of Investment Banking at Josephthal & Co. for six
years. Mr. Weisman began his career practicing law, and was a Partner in the
Corporate Securities practice of Kelley, Drye & Warren LLP for eight years.
Mr. Weisman received his Juris Doctorate from Albany Law School and his
Bachelor of Arts degree from Syracuse University.

Meetings and Committees of the Board of Directors

The Board held eight meetings during the Company's fiscal year. Each of the
Company's directors attended at least 75% of the aggregate of all meetings of
the Board and of all committees on which he was a member held during the year
except for Mr. Gerber, who attended 4 of the 8 meetings of the Board. The
standing committees of the Board are the Audit Committee, the Compensation
Committee and the Press Release Review Committee. In March 2000, the Company
established a Nominating Committee, consisting of Messrs. Hillson, Lieberman,
Palmer and Dr. Bier. The Company did not have an executive committee or a
nominating committee during fiscal 1999. The Audit Committee, consisting of
Messrs. de Castro and Palmer, met two times. The Audit Committee reviews the
results and scope of audits, internal accounting controls, tax and other
accounting related matters and reviews with the Company's independent auditors
the scope and results of their engagement. The Compensation Committee,
consisting of Messrs. Lieberman and Bier, met one time during the last fiscal
year. The Compensation Committee reviews and evaluates the compensation of the
Company's executive officers and administers the Company's stock option plans.
The Press Release Review Committee, consisting of Messrs. Hillson, Palmer and
Dr. Bier, reviewed seventeen press releases during the last fiscal year. The
Press Release Review Committee assists in the review and approval of press
releases from the Company, including those involving the testing of new drugs,
or the FDA new drug review and approval process for investigational new drugs
being developed by the Company.

Compensation of Directors

Annual Retainers

Directors who are not employees of the Company ("Non-Employee Directors")
receive cash compensation in the amount of $1,000 per meeting attended in
person and $500 per meeting attended telephonically, although all directors
are reimbursed for ordinary and reasonable expenses of attending any board or
committee meetings. Non-Employee Directors will receive the same cash
compensation amount per meeting attended in 2000. In addition, Non-Employee
Directors were compensated in fiscal 1999 with an annual retainer with a value
of $5,000 and will receive the same amount in fiscal 2000. Currently, the
annual retainer is not paid in cash but is paid to the Non-Employee Directors
through options to purchase shares of the Company's Common Stock pursuant to
the 1990 Plan, valued as described below. Each Non-Employee Director elected
at an annual meeting of stockholders of the Company is automatically granted
options on the thirteenth trading day after the date of such annual meeting
(the "Retainer Grant Date") to purchase a number of shares of the Company
equal to the lesser of (a) 2,500 shares and (b) the quotient of the value of
the annual retainer for service as a Non-Employee

6
<PAGE>

Director of the Company and 80% of the average of the fair market value of a
share of the Company's Common Stock on the ten trading days following the
third trading day after the date of such annual meeting of stockholders. If
the number of shares of the Company's Common Stock calculated pursuant to
clause (b) above exceeds 2,500 shares, each Non-Employee Director will
automatically receive on the Retainer Grant Date, in addition to options to
purchase 2,500 shares of the Company's common stock, a cash payment equal to
the remaining portion of the value of the annual retainer not provided for by
the grant of such options. Additionally, pursuant to the 1990 Plan, Dr. Bier,
Mr. de Castro, Mr. Palmer and Mr. Lieberman received in fiscal 1999 a
discretionary grant of 30,000 options to purchase shares of the Company's
Common Stock. Each director who serves as Chairman of a committee of the Board
receives an annual retainer of $1,000. The Chairmen of the Audit Committee and
the Compensation Committee who received this annual retainer in fiscal 1999
were Mr. Palmer, and Dr. Lieberman, respectively. There was not a Chairman of
the Press Release Review Committee during 1999. Dr. Colin Bier, Ph.D.,
provided consulting services, primarily directed at assisting the Company in
the overall management of its research and development programs at various
times during 1999. Fees paid to Dr. Bier in 1999 related to his consulting
services totaled $7,100. Dr. Langer is also a member of the Company's
Scientific Advisory Board pursuant to which the Company paid Dr. Langer
consulting fees totaling $35,000 in 1999.

The options granted to Non-Employee Directors pursuant to the annual
retainer described above are exercisable at a per share price of 20% of the
average fair market value per share of the Company's Common Stock used to
calculate such grant. The options become exercisable as to 75% of the shares
of Common Stock of the Company issuable upon exercise of such options six
months after the date of grant and as to 100% of such shares, on the later of
six months after the date of grant and December 31 of the year in which the
grant is made. The options generally terminate ten years after the date of
grant.

The options granted to the Non-Employee Directors pursuant to the
discretionary grant in 1999 are exercisable as follows: 50 % exercisable as of
January 3, 1999; 75% exercisable as of November 15, 1999; 100% exercisable as
of November 15, 2000. These options terminate in January 2009.

New Director Options

Each person who is elected or appointed a Non-Employee Director for the
first time automatically upon such election or appointment (the "Automatic
Grant Date") will be granted an option to purchase 7,500 shares of the
Company's Common Stock ("New Director Options"). The exercise price of any New
Director Options granted under the 1990 Plan may not be less than 100% of the
fair market value of shares of the Company's Common Stock subject thereto on
the Automatic Grant Date. Subject to provisions regarding expiration and
termination of options, New Director Options become exercisable as to 20% of
the shares of the Company's Common Stock subject thereto on the Automatic
Grant Date and become exercisable as to an additional 20% of the shares of the
Company's Common Stock issuable upon exercise thereof on each of the first,
second, third and fourth anniversaries of such Automatic Grant Date. New
Directors Options terminate ten years after the date of grant.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES PRESENTED.

7
<PAGE>

EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth the aggregate compensation paid by the
Company for the year ended December 31, 1999 for services rendered in all
capacities to each of the most highly compensated executive officers whose
total annual salary and bonus for that period exceeded $100,000 (collectively,
the "Named Executive Officers").

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term
Compensation
Awards--
Annual
Compensation Common Stock
---------------- Underlying
Name and Principal Position Year Salary Bonus Options
--------------------------- ---- -------- ------- ------------
<S> <C> <C> <C> <C>
S. David Hillson........................ 1999 $250,000 $70,000 224,000
Chairman of the Board, President and 1998 $195,000 $ 0 125,000
Chief Executive Officer 1997 $195,000 $72,500 (1) 150,000
Marc E. Lanser, M.D..................... 1999 $205,000 $40,000 127,000
Executive Vice President 1998 $180,000 $ 0 95,000
and Chief Scientific Officer 1997 $180,000 $17,500 100,000
Joseph P. Hernon........................ 1999 $160,000 $40,000 120,000
Executive Vice President, 1998 $126,000 $ 0 35,000
Chief Financial Officer, and Secretary 1997 $ 90,000 $14,000 46,000
</TABLE>
- --------
(1) In connection with the renewal of his employment agreement through
December 31, 1998, Mr. Hillson received a contract renewal payment of
$50,000. Mr. Hillson was awarded a bonus of $22,500 for the year ended
December 31, 1997.

Stock Option Information

The following table sets forth, for each of the Named Executive Officers,
information concerning the grant of options to such persons in fiscal 1999.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Appreciation for
Individual Grants Option Term(2)
----------------------------------------------- ---------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year per share(1) Date 5% 10%
- ---- ---------- ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
S. David Hillson........ 224,000 38.62% $3.25 1/4/09 $1,185,835 $1,888,245
Marc E. Lanser.......... 127,000 21.90% $3.25 1/4/09 $ 672,326 $1,070,567
Joseph P. Hernon........ 120,000 20.69% $3.25 1/4/09 $ 635,269 $1,011,560
</TABLE>
- --------

(1) The exercise price for each option was equal to the fair market value of
the Company's Common Stock on the date of grant.

(2) Potential realizable value is based on the assumed annual growth rates
listed, compounded annually for the ten-year option term. The dollar
amounts set forth under this heading are the results of calculations at
the 5% and 10% assumed rates established by the SEC and are not intended
to forecast possible future appreciation, if any, of the value of the
Common Stock.

8
<PAGE>

The following table sets forth, for each of the Named Executive Officers,
certain information concerning the value of unexercised options at December
31, 1999.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at Fiscal Year- Money Options at Fiscal
End Year-End (1)
------------------------- -----------------------------
Shares Acquired Value
Name on Exercise Realized (2) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------- ----------- ------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
S. David Hillson........ 24,300 $63,617 523,730 93,500 $ 246,594 $ 21,000
Marc E. Lanser.......... 21,000 $68,578 358,295 53,375 $ 181,740 $ 10,641
Joseph P. Hernon........ 33,227 $93,642 150,273 41,500 $ 36,354 $ 11,250
</TABLE>
- --------
(1) The fair market value of "in-the-money" options was calculated on the
basis of the difference between the exercise price of the options held and
the closing price per share for Common Stock on the NASDAQ SmallCap Market
of $3.625 on December 31, 1999, multiplied by the number of options held.

(2) Calculated based on the difference between the exercise price of the
option and the closing quoted market price per share at the date of
exercise.

Employment Contracts

S. David Hillson, Esq. and Marc E. Lanser, M.D. have entered into employment
agreements (individually an "Employment Agreement" and, collectively, the
"Employment Agreements") with the Company. Mr. Hillson's original Employment
Agreement dated November 7, 1994, includes confidentiality and non-competition
provisions, and entitles him to an annual base salary plus other incidental
benefits, as well as additional cash payments should certain events occur. Mr.
Hillson's Employment Agreement was amended as of January 1, 1997 to extend the
term thereof to December 31, 1998 and to increase his annual base salary to
$195,000. Upon signing the amendment, Mr. Hillson received a renewal payment
of $50,000. Mr. Hillson's Employment Agreement was further amended as of
January 1, 1999 to extend the term thereof to December 31, 2000 and to
increase his annual base salary to $250,000. Mr. Hillson's Employment
Agreement was further amended as of January 2000 to extend the term hereof to
December 31, 2002 and to increase his annual base salary to $285,000. Pursuant
to the terms of Dr. Lanser's Employment Agreement dated July 7, 1993, as
amended, which includes confidentiality and non-competition provisions, Dr.
Lanser is employed as Executive Vice President and Chief Scientific Officer of
the Company and is entitled to receive an annual salary of at least $150,000,
plus other incidental benefits.

Report of Compensation Committee on Executive Compensation

Overview

The Boston Life Sciences, Inc. compensation program for its executive
officers consists of four parts: base salary, annual bonus and incentive
payments, stock options, and additional benefits. In maintaining this program,
the Company's overall recruitment and compensation philosophy is a very
important consideration. This philosophy is to hire individuals possessing
excellent professional skills, coupled with demonstrated track records, who
can be expected to help achieve the Company's goal of moving from a
development-stage company to a broad-based, diversified product, revenue-
generating biotechnology company.

The Company has a continuous commitment to recruit, motivate and retain
executive officers with demonstrated talent and leadership skills, typically
gained from successful experiences in positions of meaningful responsibility
in other industry settings. This approach should enable the Company to acquire
the requisite management leadership to fulfill its stated mission.

9
<PAGE>

An inherent part of this philosophy is the leveraging of the compensation
program by placing a major emphasis on equity participation. This is
accomplished by offering a significant capital accumulation opportunity to key
managers, which also conserves the Company's cash and blends the interests of
stockholders with those of management. The Company's target from a personnel
perspective is for total compensation to be competitive with that for other
biotechnology companies.

Performance Criteria--General

Because the Company is still in the process of developing its proprietary
products and because of the highly volatile nature of the stock price in
biotechnology companies in general, the use of traditional corporate
performance standards, such as sales, profit levels and stock performance, to
measure the success of the Company and an individual's role in contributing to
that success, is not appropriate.

Accordingly, the compensation of executive officers is based, for the most
part, on realistically timely achievement of certain product research and
development goals by the Company and the positive contribution by the
individuals concerned. The Committee will evaluate the Company's progress and
performance using criteria such as the extent to which key research, clinical,
product manufacturing, product sales and financial objectives of the Company
have been met during the preceding fiscal year, including the achievement by
the Company of certain milestones, whether specified in agreements with third
party collaborators or determined internally. In addition, the Committee may
take into account the Company's success in the development, acquisition and
licensing of key technologies. The Committee will also evaluate the individual
executive officer's performance, using criteria such as the executive
officer's involvement in and responsibility for the development and
implementation of strategic planning and the attainment of strategic
objectives of the Company including beneficial supervision of other
management. An executive officer's contribution in this regard may also
involve both the participation by the executive officer in the relationship
between the Company and the investment community, as well as the contribution
by the executive officer to the ongoing scientific development activities of
the Company. In evaluating each facet of performance and compensation, the
Committee is likely to consider the necessity of being competitive with other
companies in the biotechnology industry, taking into account relative company
size, stage of development and geographic location.

Base Salary

Company philosophy regarding base salary is to maintain it at a competitive
level, sufficient to recruit and retain individuals possessing the skills and
experience necessary to achieve the Company's vision and mission over the long
term. Determinations of appropriate base salary levels will generally be made
with the input of various industry and industry-related surveys and special
studies, such as the Leadership and Biotechnology Survey, which is
periodically published jointly by J. Robert Scott and PricewaterhouseCoopers
LLP, as well as by monitoring developments in the biotechnology industry. This
information is also used in evaluating other compensation elements. Periodic
adjustments in base salary will often relate to competitive factors and to
individual performance evaluated against criteria such as those noted above.
Other benefits are maintained at what the Committee believes is an industry-
competitive level.

Annual Bonus and Incentive Program

The Compensation Committee of the Board, in its discretion, may award
bonuses and/or Incentive Payments to executive officers, and the Company
expects to pay such amounts based on both an evaluation of the performance of
each executive officer for the year as a whole, as well as the establishment
of performance incentives for the following year dependent upon the
realization of specific corporate objectives. The Company is also required
under certain circumstances under the Employment Agreements with Mr. Hillson
and Dr. Lanser to pay certain bonuses. The intent of these payments is to
motivate and reward high level performance of executive officers as measured
against distinct and clearly articulated goals and in light of the competitive
compensation practices of the whole biotechnology industry. The exact goals
vary with each executive officer's responsibilities rather than being fixed by
reference to overall measures of the Company's performance. Annual bonus
awards and incentive payments are determined by the Compensation Committee of
the Board with assistance from senior management.

10
<PAGE>

Stock Options

Stock options are viewed as a fundamental element in the total compensation
program and, in keeping with the Company's basic philosophy, emphasize long-
term Company performance, as measured by the creation and enhancement of
stockholder value. Additionally, stock options foster a community of interest
between stockholders and participants. The Company believes that because of
this community of interest, the use of stock options is preferable to other
forms of stock compensation such as restricted stock. Options under the plans
are granted to all executive officers as incentive to contribute significantly
to the growth and successful operation of the Company. The specific
determination of the number of options to be granted, however, is not based
upon any specific criteria.

Although options may be granted at any price equal to or greater than 50% of
fair market value of the Common Stock, generally options have been granted to
executive officers, as a matter of Company policy, at 100% of the fair market
value on the date of grant. The Company has generally awarded options to
executive officers on employment and at regular intervals thereafter, but
awards may be made at other times as well. Vesting of stock options is
determined by the Compensation Committee. To date, options granted to
executive officers fully vest within four years after the date of grant.

Qualifying Executive Compensation for Deductibility Under Applicable
Provisions of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code, adopted in 1993, provides that
a publicly held corporation generally may not deduct compensation for its
chief executive officer or for each of certain other executive officers to the
extent that such compensation exceeds $1,000,000 for the executive or does not
qualify as a "performance based" compensation arrangement. The Committee
intends to take such actions as may be appropriate to qualify compensation
received by such executives upon exercise of options granted under the
Company's stock option plans for deductibility under Section 162(m). The
Committee notes that base salary and bonus levels are expected to remain well
below the $1,000,000 limitation in the foreseeable future.

Chief Executive Officer Compensation

In fiscal 1999, Mr. Hillson's salary and bonus were determined pursuant to
the terms of his amended Employment Agreement dated January 1, 1999. The
Compensation Committee believes that this compensation level was appropriate
in light of Mr. Hillson's contributions to the Company's success during 1999,
including the raising of approximately $17 million in capital and the near
completion of a Phase III clinical trial for one of the Company's
technologies.

COMPENSATION COMMITTEE

Colin Bier
Ira Lieberman

This report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or under the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the Securities Act and the Exchange Act and
shall not be deemed soliciting material.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board during the last completed
fiscal year was composed of Ira Lieberman and Colin Bier.

11
<PAGE>

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in cumulative
total stockholder return on the Common Stock from 1994 to the present with the
cumulative total return on the Nasdaq Total Return Index and the Nasdaq
Pharmaceutical Stock Index over the same period. The Company is the surviving
entity of the Merger between Old BLSI and Greenwich, which was effective as of
June 15, 1995. This Stock Performance Graph therefore reflects the performance
of the Company's stock as Greenwich stock prior to the Merger, as well as the
Company's stock after the Merger. The comparison assumes $100 was invested on
January 1, 1994 in the Common Stock and in each of the indices and assumes
reinvestment of dividends, if any, since that date. The Company has not paid
cash dividends on the Common Stock. Historic stock price is not indicative of
future stock price performance.

COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, PEER GROUP AND BROAD MARKET

[GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Fiscal Year Ending
-----------------------------------------
Company 1994 1995 1996 1997 1998 1999
------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
BOSTON LIFE SCIENCES INC............. 100.00 799.57 732.94 243.21 346.48 386.46
PEER GROUP BROAD MARKET..............
THE PEER GROUP CHOSEN WAS:
NASDAQ PHARMACEUTICAL INDEX.......... 100.00 183.41 183.98 190.02 241.74 449.78
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX.................. 100.00 129.71 161.18 197.16 278.08 490.46
</TABLE>

This Stock Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act or under the Exchange Act, except to the
extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under the Securities Act
and the Exchange Act and shall not be deemed soliciting material.

12
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dr. Langer is a member of the Company's Scientific Advisory Board pursuant
to which the Company paid Dr. Langer consulting fees totaling $35,000 in 1999.

Boston Private Bank & Trust Company (the "Bank") is the Company's primary
banking institution. E. Christopher Palmer, CPA, a director of the Company, is
a Director and Chairman of the Trust and Investment Committee of the Bank and
a director of Boston Private Bancorp, Inc., which is an affiliate of the Bank.
Fees paid to the Bank during fiscal 1999, primarily for investment management
advisory services, totaled approximately $42,000.

In April 1997, the Bank loaned $150,000 to Dr. Lanser, the Company's
Executive Vice President and Chief Scientific Officer (the "Loan"). The Loan
accrued interest at the prime rate. The Loan originally matured in September
1997 but was subsequently extended to September 30, 2000. As a condition to
and as security for the Loan, the Bank requested that the Company pledge to
the Bank a certificate of deposit in the amount of $155,000 (the "Company
Pledge"). In recognition of Dr. Lanser's past and expected future
contributions to the Company and as an additional motivation and incentive to
Dr. Lanser, which the Company's Board of Directors determined would reasonably
benefit the Company, the Company agreed to provide the Company Pledge. As
security for the Company, however, in the event Dr. Lanser defaulted on the
Loan and the Bank foreclosed on the Company Pledge, Dr. Lanser executed and
delivered to the Company his contingent note in the amount of $150,000,
bearing interest identical to the Loan (the "Contingent Note") and a perfected
pledge of 50,000 shares of Common Stock of the Company which he beneficially
owned. In February 2000, Dr. Lanser repaid the Bank loan. In connection
therewith, the Bank released the Company from its pledge obligation and the
Company released Dr. Lanser from his contingent note obligation and returned
the 50,000 shares of common stock that had been pledged to the Company.

PROPOSAL NO. 2

APPROVAL OF THE CERTIFICATE AMENDMENT

The Company's stockholders are being asked to consider and approve an
amendment (the "Certificate Amendment") to the Company's current Amended and
Restated Certificate of Incorporation, filed with the Secretary of State of
Delaware on June 29, 1999 as heretofore amended (the "Current Certificate").

The Current Certificate authorizes 30,000,000 shares of Common Stock and
1,000,000 shares of Preferred Stock, each having a par value of $.01 per
share. The Board of Directors believes this capital structure does not provide
for sufficient authorized shares of Common Stock for the future needs of the
Company. Therefore, the Board of Directors unanimously approved, on March 28,
2000, the Certificate Amendment, which increases the authorized number of
shares of Common Stock from thirty million (30,000,000) shares to forty
million (40,000,000) shares, an increase of ten million (10,000,000) shares.
The Certificate Amendment will be formally implemented, assuming approval by
the stockholders at the Meeting, by its filing with the Secretary of State of
Delaware. The Form of the Certificate Amendment is attached hereto as Appendix
A.

Reasons For and Effect of Amendment

On April 12, 2000, 18,575,882 shares of Common Stock were outstanding. In
addition, approximately 5 million warrants and approximately 2 million stock
options were outstanding to acquire an aggregate of approximately 7 million
shares of Common Stock. After giving effect to the exercise of the
aforementioned warrants and the exercise of stock options previously granted
or available for grant under the Company's stock option plans, the Company
presently has approximately 3.5 million shares of authorized but unissued and
unreserved Common Stock.

13
<PAGE>

If the stockholders approve the Certificate Amendment, then the Board of
Directors would generally have the authority, without further action of the
stockholders, to issue the proposed additional shares of Common Stock from
time to time as the Board of Directors deems necessary. The Board of Directors
believes it is desirable to have the ability to issue such additional shares
of Common Stock for general corporate purposes. Potential uses of the
additional authorized shares may include acquisition of other businesses,
equity financings, stock dividends or distributions, and issuances of options
pursuant to the Company's Stock Option Plans. Any or all of these issuances
could take place without further action by the stockholders, unless such
stockholder action was required by applicable law or rules of any stock
exchange on which the Company's securities may then be listed. The Company's
Board of Directors has no current plan, understanding or arrangement to issue
any of the additional shares of Common Stock.

The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon
the exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could deter takeovers, in that additional shares
could be issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares could be issued by the Company
so as to dilute the stock ownership or voting rights of persons seeking to
obtain control of the Company. Similarly, the issuance of additional shares to
certain persons allied with the Company's management could have the effect of
making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. In addition, an issuance of additional shares by the Company could
have an effect on the potential realizable value of a stockholder's
investment. In the absence of a proportionate increase in the Company's
earnings and book value, an increase in the aggregate number of outstanding
shares of the Company caused by the issuance of the additional shares would
dilute the earnings per share and book value per share of all outstanding
shares of the Company's Common Stock. If such factors were reflected in the
price per share of Common Stock, the potential realizable value of a
stockholder's investment could be adversely affected. The Common Stock has no
preemptive rights to purchase additional shares.

The favorable vote of a majority of the outstanding shares of Common Stock
is required for approval of the Certificate Amendment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE CERTIFICATE AMENDMENT.

PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO THE 1998 OMNIBUS STOCK OPTION PLAN

The Company's 1998 Omnibus Stock Option Plan (the "1998 Plan") currently
authorizes the issuance of options to purchase up to 1,000,000 shares of
Common Stock. In March 2000, the Board amended the 1998 Plan (the "2000 Plan
Amendment"), subject to stockholder approval, to increase the aggregate number
of shares authorized for issuance upon exercise of options granted under the
1998 Plan to 1,500,000. The 2000 Plan Amendment was designed to enhance the
flexibility of the Compensation Committee of the Board to grant stock options
to the Company's directors, employees, independent contractors, scientific
advisors and consultants and to ensure that the Company can continue to grant
stock options to such persons at levels determined to be appropriate by the
Board.

The affirmative vote of a majority of the shares present in person or
represented by proxy at the Meeting and entitled to vote on the 2000 Plan
Amendment will be required to approve the 2000 Plan Amendment.

14
<PAGE>

Set forth below is a summary of the 1998 Plan, as amended by the 2000 Plan
Amendment, which is qualified in its entirety by the terms of the 1998 Plan.
The 1998 Plan is set forth in full as Appendix B to this Proxy Statement and
is incorporated herein by reference.

Description of the 1998 Plan

The purpose of the 1998 Plan is to assist the Company in attracting and
retaining employees, advisors and consultants of outstanding ability, and to
foster a community of interest of such employees, advisors, and consultants
with those of the Company's stockholders.

The 1998 Plan is administered by a committee established by the Board of
Directors (or the entire Board of Directors which may constitute such
committee). For such purposes of this discussion of the 1998 Plan, such
administrator shall be referred to as the "Committee." The total number of
options to be granted in any year under the 1998 Plan, the number and
selection of persons to receive options, the number of options granted to each
and the other terms and provisions of such options are wholly within the
discretion of the Committee, subject to the limitations set forth in the 1998
Plan. Under the terms of the 1998 Plan, "incentive stock options" ("ISOs")
within the meaning of Section 422 of the Code and "non- qualified stock
options" ("NSOs") may be granted by the Committee to selected employees,
directors, consultants, independent contractors and members of the Scientific
Advisory Board, except that ISOs may be granted only to persons who are
employees of the Company or any of its subsidiaries at the time the ISOs are
granted. The 1998 Plan contains no limitation upon the number of shares which
may be issued upon exercise of options, whether ISOs or NSOs, that may be
granted to an individual employee, consultant, independent contractor or
member of the Scientific Advisory Board over the term of the 1998 Plan;
provided, however, that the aggregate fair market value (as of the date of
grant) of shares of Company Common Stock subject to ISOs under the 1998 Plan
and all other plans of the Company which become exercisable for the first time
by any optionee during any calendar year shall not exceed $100,000.

Option Grants and Exercise

Under the 1998 Plan, after giving effect to the 2000 Plan Amendment, up to
an aggregate of 1,500,000 shares of Company Common Stock may be issued
(subject to adjustments in the event of stock dividends, stock splits, reverse
stock splits, combinations, reclassifications or like changes in the capital
structure of the Company) and may be granted to employees, consultants,
directors, independent contractors and members of the Scientific Advisory
Board of the Company or any of its subsidiaries. Under the terms of the 1998
Plan, the exercise price of an ISO may not be less than 100% of the fair
market value of shares of Company Common Stock subject thereto on the date of
grant, except that, in the case of an ISO granted to an individual who, at the
time such ISO is granted, owns shares of capital stock of the Company
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company (a "Ten-Percent Stockholder"), such exercise
price may not be less than 110% of such fair market value. The exercise price
of an NSO may not be less than 50% of the fair market value of a share of
Company Common Stock on the date of grant, but in no event shall the exercise
price be less than par value.

The exercise price of options granted under the 1998 Plan may be paid in
cash or, at the discretion of the Committee, in shares of Company Common Stock
previously owned by the optionee with a value equal to the total option
exercise price, or in any combination thereof. Not less than ten shares may be
purchased at any time upon the exercise of an option unless the number of
shares so purchased constitutes the total number of shares issuable upon
exercise of the option. During the lifetime of an optionee, an option may be
exercised only by the optionee or such optionee's guardian or legal
representative. Generally, an option may not be transferred or assigned,
except by will or the laws of descent and distribution.

Under the 1998 Plan, the option exercise price also may be paid, under
certain circumstances at the discretion of the Committee, in shares of Company
Common Stock issuable upon exercise of options then exercisable by the
optionee having a fair market value equal to the option exercise price on the
date of exercise. This provision permits an optionee not only to use then-held
shares of stock in a single exercise of stock options,

15
<PAGE>

but also to use the stock received upon the exercise of stock options to
exercise additional stock options in a process known as "pyramiding." Such
pyramiding permits an optionee to effect a cashless exercise of all or a
portion of his options then exercisable (no matter what the number) without
surrendering any shares of stock or making any additional cash investment. An
optionee who exercises options by pyramiding will own, after the exercise, a
number of additional shares equal in value to the spread between the fair
market value of a share of Company Common Stock on the date of exercise and
the option exercise price multiplied by the number of options exercised.

Each ISO will be exercisable over a period, determined by the Committee in
its discretion, not to exceed ten years from the date of grant, except that in
the case of an ISO granted to a Ten-Percent Stockholder, the exercise period
for an ISO may not exceed five years from the date of grant, as required by
the Code. In the case of an NSO, the exercise period shall not exceed ten
years from the date of grant. Subject to the terms of the 1998 Plan, stock
options may be exercisable during the exercise period at such times, in such
amount, in accordance with such terms and conditions of, and subject to such
restrictions as are set forth in, the option agreement evidencing the grant of
such stock options. The Committee may, in its discretion, accelerate the
exercisability of any options granted under the 1998 Plan which would
otherwise be unexercisable.

Adjustments

In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, shares of Company Common Stock, or
other property), recapitalization, stock split, reverse split, reorganization,
merger, consolidated, spin-off, combination, repurchase, or share exchange, or
other similar corporate transaction or event, affects the Company Common Stock
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of optionees under the 1998 Plan, then the Committee
shall make such equitable changes or adjustments as it deems necessary or
appropriate to any or all of (i) the number and kind of shares of Company
Common Stock which may thereafter be issued in connection with options, (ii)
the number and kind of shares of Company Common Stock issued or issuable in
respect of outstanding options, and (iii) the exercise price relating to any
option; provided that, with respect to ISOs, such adjustment shall not
constitute a "modification" under Section 424(h) of the Code.

In addition, in the event that a "Change in Control" occurs while any option
remains outstanding under the 1998 Plan, all options granted that are
outstanding as of the time of such change of control will become immediately
exercisable in full, without regard to the time period that has elapsed from
the date of grant or to the vesting provisions. Generally, a Change in Control
will be deemed to occur upon the earlier of (i) any person or entity becoming
the beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding voting securities, (ii) a change in the composition of the Board
of Directors of the Company during any period of not more than two consecutive
years such that individuals who constitute the Board of Directors of the
Company at the beginning of such period cease for any reason to constitute at
least a majority, (iii) the approval by the stockholders of the Company of a
merger or consolidation of the Company with any other company whereby the
combined voting power of the Company's securities no longer represents at
least 50% of the combined voting power of the surviving or parent entity
outstanding after such merger (other than the Merger) or consolidation or (iv)
the stockholders of the Company approve a plan of complete liquidation or an
agreement for the sale of all or substantially all of the assets of the
Company.

Termination of Eligibility

16
<PAGE>

such termination will continue to vest in accordance with their original
vesting schedule for a period of 12 months following the date of termination,
and any options that vest during such 12-month period may be exercised by that
person for a period of one year following the date of such vesting.

If an individual to whom options have been granted under the 1998 Plan
ceases to be a director, employee, consultant, scientific advisor or
independent contractor of the Company as the result of a voluntary resignation
(other than due to death or disability), (A) any options held by such person
that were exercisable on the date of such resignation may be exercised by that
person for the later of: i) a period of one year following the date of such
resignation, or ii) a period of one year from the date any option vests in the
twelve month period following such resignation, and (B) any options held by
such person that were not exercisable on the date of such resignation will
continue to vest in accordance with their original vesting schedule for a
period of 12 months following the date of resignation, and any options that
vest during such 12-month period may be exercised by that person for a period
of one year following the date of such vesting, provided that the individual
has been a director, employee, consultant, scientific advisor or independent
contractor of the Company for at least three years and has signed a non-
compete agreement with the Company (such agreement to include biotechnology
companies, academic and/or research organizations encompassing biotechnology,
and venture capital companies in the biotechnology sector).

If any recipient of an option under the 1998 Plan dies within the one year
period following termination of employment or other relationship, such
optionee's designated or legally determined beneficiary (the "Beneficiary")
may exercise such optionee's options, to the extent exercisable or vested at
the time of death, for a period not to exceed one year after such date, but in
no event later than expiration of such option's term. If any recipient of an
option ceases employment or other relationship with the Company and its
subsidiaries due to death or disability, such optionee's options (whether or
not otherwise exercisable at the time of such optionee's termination of
employment or other relationship due to death or disability) shall become
fully exercisable by such optionee, or by the Beneficiary, for a period not to
exceed one year after the optionee's death or termination of employment or
other relationship due to death or disability, but in no event later than the
expiration date of such option. Shares of Company Common Stock issuable upon
exercise of options granted under the 1998 Plan that have expired or been
surrendered or terminated will be returned to the 1998 Plan and become
available for issuance upon exercise of future options granted under the 1998
Plan.

Termination of Plan

The 1998 Plan will terminate by its terms on April 23, 2008, except with
respect to options outstanding on such date. The Company's Board of Directors
may sooner terminate or amend the 1998 Plan at any time, subject to its terms;
provided, that the Board of Directors may seek stockholder approval of an
amendment if determined to be required by or advisable under regulations of
the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange or system on which Company Common Stock is listed
or other applicable law or regulation.

Options Outstanding, Exercisable and Available for Future Grant Under the
1998 Plan

As of April 20, 2000, options to purchase 897,625 shares were outstanding
under the 1998 Plan, of which options to purchase 348,250 shares were
exercisable. Options exercised to date total 67,415. The exercise prices for
the outstanding options ranged from $2.09 to $7.03 per share. At April 20,
2000, options to purchase 34,960 shares (plus any options that expire or are
canceled in the future) were available for future grant, exclusive of the
additional shares covered by the 2000 Plan Amendment.

Federal Income Tax Consequences of the 1998 Plan

The following summary is intended only as a general summary of the United
States Federal income tax consequences under current law with respect to
participation in the 1998 Plan, and does not attempt to describe

17
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all possible Federal or other tax consequences of such participation.
Furthermore, the tax consequences of options are complex and subject to
change, and a taxpayer's particular situation may be such that some variation
of the described rules is applicable.

ISOs.--ISOs granted under the 1998 Plan are each intended to qualify for
taxation as an "incentive stock option" within the meaning of Section 422 of
the Code.

Grant--Upon the grant of an ISO, the optionee will not recognize any income
and the Company will not be entitled to a deduction with respect to such
grant.

Exercise--Upon the timely exercise of an ISO, the optionee will not
recognize any income and the Company will not be entitled to a deduction with
respect to such exercise. (The timely exercise of an ISO may, however, affect
the optionee's liability under the alternative minimum tax.) The exercise of
an ISO by an optionee will be timely if made while the optionee is employed by
the Company or within three months after the cessation of such employment. If
the exercise of an ISO is not timely, the ISO will be taxed according to the
rules for NSOs. An optionee's aggregate basis for shares acquired upon
exercise of an ISO will be equal to the exercise price paid for such shares.
The holding period for the shares will begin on the day following the date of
exercise and, accordingly, will not include the period during which the ISO
was held.

Sale--If an optionee makes a disposition of shares acquired pursuant to an
ISO, and such shares were held for more than two years from the date of the
grant of such ISO and one year from the date of exercise of such ISO then any
gain or loss realized upon such disposition will be treated as long-term
capital gain or loss, currently taxable at a maximum federal rate of 20%.
Under such circumstances, the Company will not be entitled to a deduction with
respect to such disposition.

If, however, the optionee makes a disposition of shares acquired pursuant to
an ISO within either two years from the date of the grant of such ISO or one
year from the date of exercise of such ISO (other than a mere pledge or
hypothecation of the shares or a transfer by reason of death, bequest or
inheritance) ("disqualifying disposition"), then the optionee will generally
be required to recognize (i) as ordinary income, an amount equal to the excess
over the exercise price of the option of the fair market value of the shares
on the exercise date and (ii) as capital gain, an amount equal to the excess,
if any, of the amount realized on the disqualifying disposition over the fair
market value of the shares on the exercise date. However, in the case where
the disqualifying disposition is a sale or exchange, the amount that the
optionee will be required to recognize as ordinary income may not exceed the
excess of the amount realized on such sale or exchange over the exercise
price. In the case of such a disqualifying disposition, the Company will be
entitled to a deduction equal to the amount recognized by the optionee as
ordinary income. Any loss recognized upon a disqualifying disposition will
generally be a capital loss, and will be long-term capital loss if the holding
period for the disposed shares is more than one year.

The option exercise price of options granted under the 1998 Plan may be paid
by the transfer to the Company of shares of Company Common Stock with a fair
market value equal to the aggregate exercise price of the option. If the
optionee transfers to the Company shares of Company Common Stock issued upon
exercise of an ISO before both the one and two-year holding periods have
expired, the transfer will be treated as a disqualifying disposition of such
shares with the tax consequences described above. If the shares so transferred
were not issued upon exercise of an ISO or, if they are such shares and both
the one and two-year periods have expired, such transfer to the Company will
not be a taxable event.

NSOs--Any other option granted under the 1998 Plan will qualify for taxation
as a NSO.

Grant--Upon the grant of a NSO, an optionee will not recognize any income
and the Company will not be entitled to a deduction with respect to such
grant.

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Exercise--Except as described below, upon the exercise of a NSO the optionee
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares acquired over the exercise price. The Company will
be entitled to a deduction corresponding to the amount recognized as ordinary
income by the optionee. If, however, the shares acquired are subject to a
"substantial risk of forfeiture" under Section 83 of the Code, the optionee
will not recognize ordinary income until the lapse of such risk (unless the
optionee makes an election under Section 83(b) of the Code to recognize
ordinary income at the time of exercise).

Under the short-swing profit rules of the Exchange Act, the purchase of
shares upon exercise of a NSO by an "insider" (e.g. an officer or director of
the Company) will not be deemed a purchase triggering a six-month period of
short-swing liability. The short-swing rules will not subject the acquired
shares to a substantial risk of forfeiture under Section 83 of the Code unless
the shares are disposed of during the six-month period following the date of
the grant of the NSO. If an insider exercises a NSO after such period, the
insider will recognize ordinary income as of the exercise date. If an insider
exercises a NSO during such period, taxation will ordinarily be deferred until
the date six months after the grant date, unless the insider makes an election
under Section 83(b) of the Code to recognize ordinary income at the time of
exercise.

The aggregate basis for shares acquired upon exercise of a NSO will be equal
to the fair market value of such shares on the date that governs the
determination of the optionee's ordinary income. The holding period for such
shares will commence on such date and, accordingly, will not include the
period during which the NSO was held.

Sale--In the event of a sale of shares received upon exercise of a NSO, any
gain or loss after the date on which taxable compensation is recognized by the
optionee in respect of the option exercise will generally be a capital gain or
loss, assuming the shares are held as capital assets. The capital gain or loss
will be a long-term capital gain (currently taxable at a maximum federal rate
of 20%) or loss if the shares were held for more than one year after the date
on which taxable compensation was recognized by the optionee in respect of the
option exercise.

The favorable vote of the holders of a majority of the shares of Common
Stock present in person or by proxy at the Meeting is required to approve the
2000 Plan Amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
2000 PLAN AMENDMENT

GENERAL AND OTHER MATTERS

The Board knows of no matter, other than as referred to in this proxy
statement, which will be presented at the Meeting. However, if other matters
properly come before the Meeting, or any of its adjournments, the person or
persons voting the proxies will vote them in accordance with their judgment in
such matters.

INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP, independent auditors, audited the financial
statements of the Company for the year ended December 31, 1999.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate
questions.

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<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers (including a person performing a principal policy-making
function) and persons who own more than 10% of a registered class of the
Company's equity securities ("10% Holders") to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors, officers and 10% Holders
are required by SEC regulations to furnish the Company with copies of all of
the Section 16(a) reports they file. Based solely upon a review of the copies
of the forms furnished to the Company and the representations made by the
reporting persons to the Company, the Company believes that during fiscal 1999
its directors, officers and 10% Holders complied with all substantive filing
requirements under Section 16(a) of the Exchange Act.

AVAILABLE INFORMATION

THE COMPANY WILL PROVIDE, WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, AS AMENDED, FOR FISCAL 1999 (INCLUDING
THE FINANCIAL STATEMENTS, BUT EXCLUDING EXHIBITS), AS FILED WITH THE SEC. SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO THE CORPORATE SECRETARY AT THE ADDRESS
OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY STATEMENT.

STOCKHOLDER PROPOSALS--2001 ANNUAL MEETING

Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 2001 must be received by January 15, 2001 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that Meeting. If any shareholder wishes to present a proposal to
the 2001 annual meeting of stockholders that is not included in the Company's
proxy statement for that meeting and fails to submit such proposal to the
Secretary of the Company on or before March 30, 2001, then the Company will be
allowed to use its discretionary voting authority when the proposal is raised
at the annual meeting, without any discussion of the matter in its proxy
statement. Stockholder proposals should be directed to the Corporate
Secretary, at the address of the Company set forth on the first page of this
proxy statement.

By Order of the Board of Directors,

Joseph P. Hernon
Secretary

May , 2000

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APPENDIX A

FORM OF
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BOSTON LIFE SCIENCES, INC

Pursuant to Section 242 of the
Delaware General Corporation Law

BOSTON LIFE SCIENCES, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

1. The Amended and Restated Certificate of Incorporation of the
Corporation was filed in the office of the Secretary of State of Delaware
on June 29, 1999 and amendments thereto were subsequently duly filed and
recorded (the Amended and Restated Certificate of Incorporation together
with such amendments shall be hereinafter referred to as the
"Certificate").

2. That the Board of Directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendment (the
"Amendment") to the Certificate:

RESOLVED, that the Board of Directors hereby approves and recommends to the
Company's stockholders that the first sentence of Article FOURTH of the
Certificate be, and it hereby is, subject to stockholder approval at the
2000 Annual Meeting of Stockholders of the Corporation, amended and
restated in its entirety to read as follows:

"FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is 41,000,000 to be divided into (a) 40,000,000 shares
of Common Stock, par value $.01 per share, (b) 1,000,000 shares of
Preferred Stock, par value $.01 per share, with the powers, preferences and
other rights as described on Exhibit A attached hereto and made a part
hereof."

FURTHER RESOLVED, that all other provisions of the Certificate, as
heretofore amended, and all exhibits, attachments and certificates to the
Certificate shall remain unchanged and in full force and effect.

3. That thereafter a majority of the holders of the stock of the
Corporation entitled to vote thereon voted in favor of the Amendment at a
meeting of the stockholders duly held on June 13, 2000.

4. That the foregoing amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

IN WITNESS WHEREOF, said Boston Life Sciences, Inc. has caused this
Certificate to be executed by its duly authorized officers this day of June,
2000.

BOSTON LIFE SCIENCES, INC.

By: _________________________________
Name: S. David Hillson
Title: Chief Executive Officer

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APPENDIX B

BOSTON LIFE SCIENCES, INC.
1998 OMNIBUS STOCK OPTION PLAN

1. Purpose; Types of Options; Construction.

The purpose of the Boston Life Sciences, Inc. 1998 Omnibus Stock Option Plan
is to afford an incentive to selected employees, consultants, independent
contractors, directors and Scientific Advisors of Boston Life Sciences, Inc.
(the "Company"), or any Subsidiary which now exists or hereafter is organized
or acquired, to acquire a proprietary interest in the Company, to continue as
employees, independent contractors, consultants, directors or Scientific
Advisors, as the case may be, to increase their efforts on behalf of the
Company and to promote the success of the Company's business. The Plan
provides for grants of stock options (including "incentive stock options" and
"nonqualified stock options").

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth
below:

(a) "Beneficiary" means the person, persons, trust or trusts which have
been designated by an Optionee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits
specified under the Plan upon his or her death, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the
person, persons, trust or trusts entitled by will or the laws of descent
and distribution to receive such benefits.

(b) "Board" means the Board of Directors of the Company.

(d) "Committee" means the committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy
the provisions of Rule 16b-3.

(e) "Company" means Boston Life Sciences, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.

(f) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

(g) "Fair Market Value" per share of Stock as of a particular date shall
mean (i) the closing price per share of Stock on the national securities
exchange or National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on which the Stock
is principally traded, for the last preceding date on which there was a
sale of such Stock on such exchange or system, or (ii) if the shares of
Stock are not then traded on any such exchange or system, the average of
the closing bid and asked prices for the shares of Stock quoted on NASDAQ
for the last preceding date on which a sale of Stock was reported, or (iii)
if the shares of Stock are not then traded on an exchange or system or
quoted on NASDAQ, such value as the Committee, in its sole discretion,
shall determine.

(h) "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.

(i) "NSO" means any Option that is designated as a nonqualified stock
option or that does not meet the requirements to be an ISO.

(j) "Option" means a right, granted to a Optionee under Section 6(b), to
purchase shares of Stock. An Option may be either an ISO or an NSO,
provided that ISO's may not be granted to independent contractors or
Scientific Advisors.

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<PAGE>

(k) "Option Agreement" means any written agreement, contract, or other
instrument or document evidencing the grant of an Option.

(l) "Optionee" means a person who, as an employee, Scientific Advisor,
director, consultant or independent contractor of the Company or a
Subsidiary has been granted an Option under the Plan.

(m) "Plan" means this Boston Life Sciences, Inc. 1998 Omnibus Stock
Option Plan, as amended from time to time.

(n) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
promulgated by the Securities and Exchange Commission under Section 16 of
the Exchange Act, including any successor to such Rule.

(o) "Scientific Advisor" means any member of the Scientific Advisory
Board who neither (i) is an employee of the Company, nor (ii) receives
compensation from the Company pursuant to a research, sponsored research or
similar agreement with the Company (other than a Scientific Advisory and
Consulting Agreement entered into generally by the Company and members of
the Scientific Advisory Board which may provide for compensation for each
meeting of the Scientific Advisory Board which the Scientific Advisor
attends and for the reimbursement of certain expenses), nor (iii) is the
discoverer of, or a principal investigator or researcher with respect to,
any technology subject to the Company's research and development programs
as determined by the Committee in its sole discretion.

(p) "Scientific Advisory Board" means the Board of Scientific Advisors of
the Company.

(q) "Stock" means shares of the common stock, par value $.01 per share,
of the Company.

(r) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an
Option, each of the corporations (other than the last corporation in the
unbroken chain) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in
the chain.

(s) "Ten Percent Stockholder" shall mean a prospective optionee of the
Company who, at the time an ISO is to be granted to such optionee, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company.

3. Administration.

The Plan shall be administered by the Committee. The Committee shall have
the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Options; to determine the persons to whom
and the time or times at which Options shall be granted; to determine the type
and number of Options to be granted, the number of shares of Stock to which an
Option may relate and the terms and conditions relating to any Option; and to
determine whether, to what extent, and under what circumstances an Option may
be settled, cancelled, forfeited, exchanged, or surrendered; to make
adjustments in the terms and conditions of Options in recognition of unusual
or nonrecurring events affecting the Company or any Subsidiary or the
financial statements of the Company or any Subsidiary, or in response to
changes in applicable laws, regulations, or accounting principles; to construe
and interpret the Plan and any Option Agreement; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Option Agreements (which need not be identical for each
Optionee); and to make all other determinations deemed necessary or advisable
for the administration of the Plan.

The Committee may appoint a chairperson and a secretary and may make such
rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person
or participating by conference telephone at a meeting or by written consent.
The Committee may delegate to one or more of its members or to

B-2
<PAGE>

one or more agents such administrative duties as it may deem advisable, and
the Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all persons, including the Company, and any Subsidiary or Optionee (or any
person claiming any rights under the Plan from or through any Optionee) and
any stockholder.

No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option
granted hereunder.

4. Eligibility.

Options may be granted to selected employees, Scientific Advisors,
directors, consultants and independent contractors of the Company and its
present or future Subsidiaries, in the discretion of the Committee.

5. Stock Subject to the Plan.

The maximum number of shares of Stock that may be issued under the Plan
shall be 1,500,000.

In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Optionees under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to any
or all of (i) the number and kind of shares of Stock which may thereafter be
issued in connection with Options, (ii) the number and kind of shares of Stock
issuable in respect of outstanding Options, and (iii) the exercise price
relating to any Option; provided that, with respect to ISOs, such adjustment
shall be made in accordance with Section 424(h) of the Code.

6. Specific Terms of Options.

(a) General. The Committee may impose on any Option or the exercise thereof,
at the date of grant or thereafter, such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine.

(b) Options. The Committee is authorized to grant Options to Optionees on
the following terms and conditions:

(i) Type of Option. The Option Agreement evidencing the grant of an
Option under the Plan shall designate the Option as an ISO or an NSO.

(ii) Exercise Price. The exercise price per share of Stock purchasable
under an Option shall be determined by the Committee; provided that, in the
case of an ISO, except as set forth in Section 6(c)(ii), such exercise
price shall be not less than the Fair Market Value of a share on the date
of grant of such Option, and, in the case of an NSO, such exercise price
shall be not less than 50% of the Fair Market Value of a share on the date
of grant of such Option, but in no event shall the exercise price for the
purchase of shares be less than par value. The exercise price for Stock
subject to an Option may be paid in cash or, at the discretion of the
Committee, by an exchange of Stock previously owned by the Optionee, or a
combination of both, in an amount having a combined value equal to such
exercise price. An Optionee may also elect to pay all or a portion of the
aggregate exercise price by having shares of Stock with a Fair Market Value
on the date of exercise equal to the aggregate exercise price withheld by
the Company or sold by a broker-dealer under circumstances meeting the
requirements of 12 C.F.R. (S)220 or any successor thereof.

(iii) Term and Exercisability of Options. Except as set forth in Section
6(c)(ii) hereof, the term of each Option shall be up to ten (10) years from
the date of grant of such Option. The date on which the Committee

B-3
<PAGE>

adopts a resolution expressly granting an Option, or such other date as is
set forth in such resolution, shall be considered the day on which such
Option is granted. Options shall be exercisable over the exercise period,
at such times and upon such conditions as the Committee may determine, as
reflected in the Option Agreement; provided that, the Committee shall have
the authority to accelerate the exercisability of any outstanding Option at
such time and under such circumstances as it, in its sole discretion, deems
appropriate. An Option may be exercised to the extent of any or all full
shares of Stock as to which the Option has become exercisable, by giving
written notice of such exercise to the Committee or its designated agent;
provided that, no Option may be exercised for fewer than 10 shares of Stock
unless the number of shares with respect to which the Option is exercised
constitutes the total number of shares as to which the Option is then
exercisable.

(iv) Termination of Employment or Other Relationship.

(a) If an Optionee ceases to be an employee, independent contractor,
consultant, Scientific Advisor or director of the Company as the result of
a termination without cause (other than due to death or disability), his
options will continue to vest for a period of one year pursuant to the
vesting schedule established at the time the Option was granted and (A) any
Options held by such Optionee that were exercisable on the date of such
termination may be exercised by the Optionee until the later of: i) one
year following the date of such termination, or, ii) one year from the date
any Option vests in the twelve month period following such termination and
(B) any Options held by such Optionee that vested during the 12 months
following the date of termination may be exercised by the Optionee for a
period of one year following the date of such vesting.

(b) If an Optionee ceases to be an employee, consultant, independent
contractor, Scientific Advisor or director of the Company as the result of
a voluntary resignation (other than due to death or disability), his
options will continue to vest for a period of one year pursuant to the
vesting schedule established at the time the Option was granted and
provided that the Optionee has been an employee, consultant, independent
contractor, Scientific Advisor or director of the Company for at least
three years and has signed a non-compete agreement with the Company (such
agreement to include biotechnology companies, academic and/or research
organizations encompassing biotechnology, and venture capital companies in
the biotechnology sector), and (A) any Options held by such Optionee that
were exercisable on the date of such resignation may be exercised by the
Optionee until the later of: i) one year following the date of such
resignation, or, ii) one year from the date any Option vests in the twelve
month period following such resignation and (B) any Options held by such
Optionee that vested during the 12 months following the date of resignation
may be exercised by the Optionee for a period of one year following the
date of such vesting.

provided, that, if the Optionee dies within such one-year period following
termination of employment or other relationship, the Option (to the extent
exercisable at the time of death) shall be exercisable by the Optionee's
Beneficiary for a period of one (1) year following the Optionee's death
(but in no event after the expiration date of the Option), and shall
thereafter terminate.

(v) Death or Disability. If the Optionee's employment or other
relationship with the Company is terminated because of death or disability,
the Optionee (or, where applicable, the Beneficiary) will be entitled to
exercise the Option with respect to the total number of shares of Stock
subject to such Option and without regard to the extent to which such
Option was exercisable at the time of the termination of employment or
other relationship due to death or disability for a period of one (1) year
following the Optionee's death or termination of employment or other
relationship due to death or disability (but in no event after the
expiration date of the Option), and the Option shall thereafter terminate.

(vi) Other Provisions. Options may be subject to such other conditions
including, but not limited to, restrictions on transferability of the
shares acquired upon exercise of such Options, as the Committee may
prescribe in its discretion.

(vii) Incentive Stock Options. Options granted as ISOs shall be subject
to the following special terms and conditions, in addition to the general
terms and conditions specified in this Section 6.

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(i) Value of Shares. The aggregate Fair Market Value (determined as of
the date the ISO is granted) of the shares of Stock with respect to which
ISOs granted under this Plan and all other plans of the Company become
exercisable for the first time by each Optionee during any calendar year
shall not exceed $100,000.

(ii) Ten Percent Stockholder. In the case of an ISO granted to a Ten
Percent Stockholder, (x) the exercise price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the shares of Stock
on the date of grant of such ISO, and (y) the exercise period shall not
exceed five (5) years from the date of grant of such ISO.

7. General Provisions.

(a) Compliance with Local and Exchange Requirements. The Plan, the granting
and exercising of Options thereunder, and the other obligations of the Company
under the Plan and any Option Agreement or other agreement shall be subject to
all applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Stock
under any Option until completion of such stock exchange listing or
registration or qualification of such Stock or other required action under any
state, federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require any Optionee to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.

(b) Nontransferability. Options shall not be transferable by an Optionee
except by will or the laws of descent and distribution or, if then permitted
under Rule 16b-3, pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder, and shall be exercisable during the
lifetime of an Optionee only by such Optionee or his guardian or legal
representative.

(c) No Right to Continued Employment, etc. Nothing in the Plan or in any
Option granted or any Option Agreement or other agreement entered into
pursuant hereto shall confer upon any Optionee the right to continue in the
employ of or to continue as an independent contractor or Scientific Advisor of
the Company or any Subsidiary or to be entitled to any remuneration or
benefits not set forth in the Plan or such Option Agreement or other agreement
or to interfere with or limit in any way the right of the Company or any such
Subsidiary to terminate such Optionee's employment, independent contractor or
Scientific Advisor relationship.

(d) Taxes. The Company or any Subsidiary is authorized to withhold from any
distribution of Stock, or any other payment to a Optionee, amounts of
withholding and other taxes due in connection with any transaction involving
an Option, and to take such other action as the Committee may deem advisable
to enable the Company and Optionees to satisfy obligations for the payment of
withholding taxes and other tax obligations relating to any Option. This
authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Optionee's tax obligations.

(e) Amendment and Termination of the Plan. The Board may at any time and
from time to time alter, amend, suspend, or terminate the Plan in whole or in
part; provided that, the Company will seek stockholder approval if the Board
of Directors determines that it is necessary or desirable in order to comply
with the Code, federal or state securities law or any other applicable rules
or regulations in which case such amendment shall not be effective unless the
same shall be approved by the requisite vote of the stockholders of the
Company entitled to vote thereon. Notwithstanding the foregoing, no amendment
shall affect adversely any of the rights of any Optionee, without such
Optionee's consent, under any Option theretofore granted under the Plan.

(f) Change in Control. Notwithstanding any other provision of the Plan to
the contrary, if, while any Options remain outstanding under the Plan, a
"Change in Control" of the Company (as defined in this Section 7(f)) shall
occur, all Options granted under the Plan that are outstanding at the time of
such Change in Control shall become immediately exercisable in full, without
regard to the years that have elapsed from the date of grant.

B-5
<PAGE>

For purposes of this Section 7(f), a Change in Control of the Company shall
occur upon the happening of the earliest to occur of the following:

(i) any "person," as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than (1) the Company, (2) any trustee or other
fiduciary holding securities under an employee benefit plan of Company, or
(3) any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of
Stock (each an "excluded person"), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially
owned by such person any securities acquired directly from the Company or
its affiliates) representing 30% or more of the combined voting power of
the Company's then outstanding voting securities;

(ii) during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction
described in clause (i), (iii), or (iv) of this paragraph (f)) whose
election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously
so approved (other than approval given in connection with an actual or
threatened proxy or election contest), cease for any reason to constitute
at least a majority of the Board;

(iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Company or such surviving or parent entity
outstanding immediately after such merger or consolidation, or (B) a merger
or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as hereinabove defined)
acquired 0% or more of the combined voting power of the Company's then
outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).

(g) No Rights to Options; No Stockholder Rights. No Optionee shall have any
claim to be granted any Option under the Plan, and there is no obligation for
uniformity of treatment of Optionees. Except as provided specifically in the
applicable Option Agreement, an Optionee or Beneficiary shall have no rights
as a stockholder with respect to any shares covered by the Option until the
date of exercise of the Option.

(h) No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Option. The Committee shall determine
whether cash, other Options, or other property shall be issued or paid in lieu
of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

(i) Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware without
giving effect to the conflict of laws principles thereof.

(j) Term of the Plan. The Plan shall terminate on April 23, 2008, except
with respect to Options outstanding on such date and no Option may be granted
thereafter.

B-6
<PAGE>

PROXY
BOSTON LIFE SCIENCES, INC.

THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints S. David Hillson, Esq. and Joseph P. Hernon,
and each of them, with power of substitution in each, proxies to appear and
vote all common stock and/or preferred stock of the undersigned in Boston Life
Sciences, Inc. (the "Company") at the Annual Meeting of Stockholders to be held
on June 13, 2000, and at all postponements and adjournments thereof, upon the
matters described below, hereby revoking any proxy heretofore executed by the
undersigned to vote (i) as specified by the undersigned below and (ii) in the
discretion of any proxy upon such other business as may properly come before
the meeting.

The proxies are directed to vote as follows:

(1) Election Of Directors.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
VOTE FOR [_]
(except as specified below) Scott Weisman, Esq.
Colin B. Bier, Ph.D. S. David Hillson, Esq. Ira W. Lieberman, Ph.D.
Marc E. Lanser, M.D. Robert Langer, Sc.D. E. Christopher Palmer, CPA

WITHHOLD AUTHORITY [_]
TO VOTE FOR ALL
</TABLE>
Instructions: To withhold vote for individual(s), write name(s) below.

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

(2) Approval of an amendment to increase to 40,000,000 the number of shares of
Common Stock authorized for issuance under the Company's Amended and
Restated Certificate of Incorporation dated June 29, 1999, as amended, an
increase of 10,000,000 shares.

[_] For [_] Against [_] Abstain

<PAGE>

(3) To increase the amount of shares authorized for issuance under the 1998
Omnibus Stock Option Plan.

[_] For [_] Against [_] Abstain

This Proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 and 3.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND ANNUAL REPORT OF BOSTON LIFE SCIENCES, INC.

Dated: , 2000

------------------------------------
Signature of Stockholder

Please sign your name exactly as it
appears hereon. When signing as
attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such. When
signing as joint tenants, all
parties in the joint tenancy must
sign. If signer is a corporation,
please sign in full corporate name
by duly authorized officer or
officers and affix the corporate
seal.