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Boston Life Sciences Reaches a Settlement Agreement with Ingalls & Snyder.


BOSTON -- Boston Life Sciences, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: BLSI BLSI Boston Life Sciences, Inc. ) announced today that it has entered into a settlement and standstill agreement Standstill agreement

Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm.


standstill agreement 
 with Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 and Ingalls & Snyder Value Partners, L.P. (the "Investor Group"). The execution of the settlement and standstill agreement enables the company to focus on advancing its important drug development programs without incurring the considerable expense and disruption of a threatened proxy contest Proxy contest

A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights.
 at the upcoming 2004 annual meeting of shareholders.

Under the terms of the settlement, the Company fixed the size of its Board of Directors at five members, which now consists of Marc E. Lanser, Robert Langer, John T. Preston, Robert L. Gipson and Michael J. Mullen. S. David Hillson has retired as Chairman of the Board and as a director of the Company. In order to facilitate the settlement, and provide for the election of two new directors, Colin B. Bier bier  
n.
1. A stand on which a corpse or a coffin containing a corpse is placed before burial.

2. A coffin along with its stand: followed the bier to the cemetery.
 and E. Christopher Palmer have resigned from the Board as independent directors. The terms of the settlement contemplate that upon the hiring of a new Chief Executive Officer, the size of the Board of Directors shall be increased to seven members and the new Chief Executive Officer and an independent director nominated by the Chief Executive Officer and reasonably acceptable to the Board shall be elected to the Board of Directors. The Company will obtain a termination and discharge of the security interest on its property securing its 10% Convertible Senior Secured Promissory Notes held by Ingalls & Snyder Value Partners, L.P. by providing a letter of credit to collateralize collateralize

To pledge an asset as security for a loan. A loan to a broker is collateralized by pledging securities.
 the Notes.

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

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

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

Boston Life Sciences, Inc. (BLSI) is a development stage biotechnology company engaged in the research and development of novel therapeutic and diagnostic solutions for central nervous system diseases (CNS See Continuous net settlement.

CNS

See continuous net settlement (CNS).
) and cancer. In addition to ALTROPANE, BLSI's products in development include: FLUORATEC(TM), a radioimaging agent for the diagnosis of PD and ADHD Attention-Deficit/Hyperactivity Disorder (ADHD) Definition

Attention-deficit/hyperactivity disorder (ADHD) is a developmental disorder characterized by distractibility, hyperactivity, impulsive behaviors, and the inability to remain focused on tasks or
; Inosine inosine /in·o·sine/ (I) (in´o-sen) a purine nucleoside containing the base hypoxanthine and the sugar ribose, which occurs in transfer RNAs and as an intermediate in the degradation of purines and purine nucleosides to uric acid and in  and AF-1, nerve growth factors for the treatment of acute and chronic CNS disorders; Troponin I troponin I
n.
A subunit of troponin found in muscle and cartilage that inhibits the formation of blood vessels and is under investigation as a potential cancer therapy.
, a naturally-occurring anti-angiogenesis factor for the treatment of solid tumors; and novel therapies for the treatment of PD and ADHD.

Statements made in this press release other than statements of historical fact represent forward-looking statements. Such statements include, without limitation, statements regarding expectations or beliefs as to future results or events, such as the expected timing and results of clinical trials, discussions with regulatory agencies, schedules of IND, NDA (Non Disclosure Agreement) An agreement signed between two parties that have to disclose confidential information to each other in order to do business. In general, the NDA states why the information is being divulged and stipulates that it cannot be used for any  and all other regulatory submissions, the timing of product introductions, the possible approval of products (including the ultimate approvability of ALTROPANE), and the market size and possible advantages of the Company's products. All such forward-looking statements involve substantial risks and uncertainties, and actual results may vary materially from these statements. Factors that may affect future results include: the availability and adequacy of financial resources, delays in the regulatory or development processes, results from clinical and pre-clinical trials, regulatory decisions (including the FDA's discretion following completion of this single, pivotal Phase III trial to require the Company to conduct additional clinical trials in order to achieve approvability of ALTROPANE), market acceptance of the Company's products, the ability to obtain intellectual property protection, the outcome of discussions with potential partners and other possible risks and uncertainties that have been noted in reports filed by the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jun 16, 2004
Words:778
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