FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
made by and among Bioenvision, Inc. (the "Company") and each
SHAREHOLDER executing a copy hereof (collectively, the
"Shareholders," and each a "Shareholder").
NOW, THEREFORE, the Company and the Shareholders hereby
covenant and agree as follows:
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time
administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, or any successor federal statute, and the
rules and regulations of the regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Final Closing Date" shall mean the closing date of
the acquisition agreement for the purchase of Pathagon Inc.
"Register," "registered" and "registration" shall
mean a registration effected by preparing and filing a
registration statement or statements or similar documents in
compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement or
document by the Commission.
"Registrable Securities" shall mean (i) the Shares issued in
the merger with Pathagon, Inc., seven (7) million in the
aggregate, and (ii) any Common Stock issued as a dividend or
other distribution with respect to, or in exchange for, or in
replacement of, such Common Stock.
"Requisite Period" shall mean, with respect to any
other registration, the period commencing on the effective
date of the registration statement and ending on the earlier of
(i) the date on which the sale of all Registrable
Securities covered thereby is completed and (ii) such time
as the Shareholders holding the Registrable Shares are able
to sell all Registrable Shares without restriction pr
limitation pursuant to Rule 144(k) of the Securities
Act.
"Selling Expenses" shall mean all underwriting discounts
and selling commissions applicable to the sale of the
Registrable Securities.
"Securities Act" shall mean the Securities Act of 1933,
as amended, or any successor federal statue, and the
rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.
Capitalized terms not defined herein shall have the meanings
set forth in the Memorandum.
2. Agreement to Register. (1) Upon the earlier to occur of
(a) the date which is six (6) months after the Final Closing
Date, or (b) the Company's preparation and filing of a
registration statement to register the offer and resale of
securities of the Company in connection with any other
financing, the Company shall prepare and file a registration
statement on Form S-1 or such other form for registration of
securities under the Securities Act that is available and
appropriate for use by the Company with the Commission under the
Securities Act (the "Registration Statement") to register the
offer and resale of the Shares (and all shares of the
Company's common stock governed by every Warrant) by the
Shareholders, and shall use its best efforts to cause such
Registration Statement to become effective not more than
five days from the date upon which the Commission shall
allow the Company to accelerate effectiveness; provided,
however, in the case of "(b)" above, as an alternative to
filing a Registration Statement to register the
Registrable Securities, the Company, at its election, may include
registration of the Registrable Securities in the registration
statement prepared in connection with such other financing.
(3) With a view to making available to Shareholders the
benefits of Rule 144 and any other rule or regulation of
the Commission that may at any time permit Subscriber to sell
Registrable Securities to the public without registration or
pursuant to a registration statement on Form S-1 or such
other form for registration of securities under the
Securities Act that is available and appropriate for use by the
Company, the Company covenants and agrees to use its best
efforts to: (i) make and keep public information available
as those terms are understood and defined in Rule 144 until the
earlier of (A) the date on which the Shares may be sold pursuant
to Rule 144(k) (or any successor rule) or (B) such date as all
of the Registrable Securities shall have been resold; (ii)
file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities
Act and Exchange Act; and (iii) furnish to any Subscriber upon
request, as long as the Subscriber owns any Registrable
Securities, (A) a written statement by the Company that it has
complied with the reporting requirements of the Securities Act
and the Exchange Act, (B) a copy of the most recent annual or
quarterly report of the Company, and (C) such other information
as may be reasonably requested in order to avail any Subscriber
of any rule or regulation of the Commission that permits the
selling of any such Registrable Securities without
registration or pursuant to such Registration Statement.
3. Registration Procedures. The Company shall use its
best efforts to effect the registration of any Registrable
Securities under the Securities Act; provided that, in
connection with the registration hereunder and with the
registration procedures set forth below, the sellers of
Registrable Securities shall furnish to the Company in
writing such information with respect to themselves and the
proposed distribution by them as reasonably shall be necessary in
order to assure compliance with federal and applicable
state securities laws. The Company will, as expeditiously as
possible:
(a) prepare and file with the Commission a
registration statement with respect to the Registrable Securities
as set forth in Section 2 and use its best efforts to
cause such registration statement to become effective under
the Securities Act as soon as reasonably practicable
thereafter and to remain effective for the Requisite Period;
(b) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective for the Requisite Period and
comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such
registration statement in accordance with the intended method of
disposition set forth in such registration statement for such
period;
(c) furnish to each seller of Registrable Securities and
to each underwriter, if any, such number of copies of the
registration statement and the prospectus included therein
(including each preliminary prospectus) as such persons
reasonably may request in order to facilitate the intended
disposition of the Registrable Securities covered by such
registration statement;
(d) use its reasonable best efforts (i) if required to
register or qualify the Registrable Securities covered by such
registration statement under the securities or "blue sky"
laws of such jurisdictions as the sellers of Registrable
Securities, or in the case of an underwritten public
offering, the managing underwriter reasonably shall request,
(ii) to prepare and file in those jurisdictions such
amendments (including post effective amendments) and
supplements, and take such other actions, as may be necessary to
maintain such registration and qualification in effect at all
times for the period of distribution contemplated thereby, and
(iii) to take such further action as may be necessary or
advisable to enable the disposition of the Registrable
Securities in such jurisdictions, provided, that the Company
shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;
(e) list the Registrable Securities covered by
such registration statement on the exchange or quotation system
on which the Common Stock is listed when the registration
statement becomes effective;
(f) immediately notify each seller of Registrable
Securities and each underwriter under such registration
statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as
a result of which the prospectus contained in such
registration statement, as then in effect, includes any
untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances
then existing and promptly amend or supplement such
registration statement to correct any such untrue statement or
omission;
(g) notify each seller of Registrable Securities of
the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or
the initiation of any proceedings for that purpose and make
every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible time;
(h) permit a single firm of counsel designated as
selling stockholders' counsel by the holders of a majority in
interest of the Registrable Securities being registered to
review the registration statement and all amendments and
supplements thereto for a reasonable period of time prior to
their filing;
(i) make generally available to its security holders as
soon as practicable, but not later than 90 days after the close
of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the Securities
Act) covering a 12-month period beginning not later than the
first day of the Company's next fiscal quarter following the
effective date of the registration statement;
(j) if the offering is an underwritten offering, enter
into a written agreement with the managing underwriter
selected in the manner herein provided in such form and
containing such provisions as are usual and customary in the
securities business for such an arrangement between such
underwriter and companies of the Company's size and investment
stature, including, without limitation, customary indemnification
and contribution provisions;
(k) furnish to the Shareholder or the underwriter, if
any, participating in any distribution pursuant to such
registration statement on the date that the registration
statement becomes effective: (i) a copy of an opinion dated
such date of counsel representing the Company for the
purposes of such registration, addressed to the Shareholders
and the underwriters, if any, to the effect that such
registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the
Securities Act, (B) the registration statement, the related
prospectus and each amendment or supplement thereof comply as
to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any
opinion as to financial statements or other financial or
statistical information contained therein) and (C) to such other
effects as reasonably may be requested by counsel for
the Shareholders and (ii) a copy of a letter dated such date
from the independent public accountants retained by the Company,
addressed to the underwriters, if any, stating that they are
independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the
registration statement or the prospectus, or any amendment or
supplement thereof, comply as to form in all material respects
with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such
other financial matters (including information as to the period
ending no more than five business days prior to the date of
such letter) with respect to such registration as such
Shareholders or underwriters reasonably may request;
(l) make available for inspection by each seller of
Registrable Securities, any underwriter participating in
any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause
the Company's officers, directors and employees to supply all
information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with
such registration statement;
(m) provide a transfer agent and registrar, which may
be a single entity, for the Registrable Securities not later
than the effective date of the Registration Statement;
(n) take all actions reasonably necessary to facilitate
the timely preparation and delivery of certificates (not
bearing any legend restricting the sale or transfer of
such securities) representing the Registrable Securities to be
sold pursuant to the registration statement and to enable such
certificates to be in such denominations and registered in such
names as the Shareholders or any underwriters may reasonably
request without restrictive legend; and
(o) take all other reasonable actions necessary to expedite
and facilitate the registration of the Registrable Securities
pursuant to the registration statement.
4. Expenses. (a) All expenses incurred by the Company
in complying with Sections 2 and 3 including, without
limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with
complying with state securities or "blue sky" laws, fees of the
National Association of Securities Dealers, Inc., fees of
transfer agents and registrars and reasonable fees and
disbursements of one counsel for the sellers of Registrable
Securities (subject to the limitation in Section 3(h)), but
excluding any Selling Expenses, are called "Registration
Expenses."
(b) The Company will pay all Registration Expenses
in connection with the registration statement filed hereunder,
and the Selling Expenses in connection with each such
registration statement shall be borne by the participating
Shareholders in proportion to the number of Registrable
Securities sold by each or as they may otherwise agree.
5. Indemnification and Contribution. (a) The Company
shall indemnify and hold harmless and pay and reimburse, each
seller of such Registrable Securities thereunder and each other
person, if any, who controls such seller within the meaning of
the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof)
arise out of, or are based upon, any untrue statement or
alleged untrue statement of any material fact contained in
any registration statement under which such Registrable
Securities were registered under the Securities Act
pursuant hereto or any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement
thereof, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading, or any violation or alleged violation of the
Securities Act or any state securities or blue sky laws and
will reimburse each such seller, each such underwriter and
each such controlling person for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, that the Company will not be
liable in any such case if and to the extent that any such loss,
claim, damage or liability arises out of or is based upon the
Company's reliance on an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity
with information furnished by any such seller or any such
controlling person in writing specifically for use in such
registration statement or prospectus. Notwithstanding the
foregoing, the indemnification provided in this Section 5(a)
shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or expense if such settlement is
effected without the consent of such indemnified party.
(b) Each seller of such Registrable Securities, severally
and not jointly, shall indemnify and hold harmless and pay and
reimburse the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of
the Company who signs the registration statement, each
director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities
Act and each other seller of Registrable Securities, against all
losses, claims, damages or liabilities, joint or several, to
which the Company or such officer, director, underwriter
or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of, or are based upon, reliance on any untrue statement or
alleged untrue statement of any material fact contained
in the registration statement under which such Registrable
Securities were registered under the Securities Act
pursuant hereto or any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement
thereof, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and
each such officer, director, underwriter and controlling person
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action, provided, that such seller
will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises
out of, or is based upon, an untrue statement or alleged
untrue statement or omission or alleged omission made in
reliance upon, and in conformity with, information pertaining to
such seller, as such, furnished in writing to the Company by
such seller specifically for use in such registration statement
or prospectus, and provided, that the liability of each seller
hereunder shall be limited to the net proceeds received by such
seller from the sale of Registrable Securities covered by
such registration statement. Notwithstanding the foregoing,
the indemnification provided in this Section 5(b) shall not
apply to amounts paid in settlement of any such loss, claim,
damage, liability or expense if such settlement is effected
without the consent of such indemnified party.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so
to notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other
than under this Section 5 and shall only relieve it from
any liability which it may have to such indemnified party under
this Section 5 if and to the extent the indemnifying
party is materially prejudiced by such omission. In case any
such action shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate
in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from
the indemnifying party to such indemnified party of its election
so to assume and undertake the defense thereof, the
indemnifying party shall not be liable to such indemnified
party under this Section 5 for any legal expenses subsequently
incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and
of liaison with counsel so selected, provided, that if the
defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded based upon written advise of his
counsel that there may be reasonable defenses available to it
which are different from, or additional to, those available to
the indemnifying party or if the interests of the indemnified
party reasonably may be deemed to conflict with the
interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to
assume such legal defenses and otherwise to participate in
the defense of such action, with the reasonable expenses and
fees of such separate counsel and other reasonable expenses
related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which (i) it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this
Section 5 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the
part of any such selling holder or any such controlling person
in circumstances for which indemnification is provided
under this Section 5; then, and in each such case, the Company
and such holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that
such holder is responsible for the portion represented by the
percentage that the public offering price of its Registrable
Securities offered by the registration statement bears to the
public offering price of all securities offered by such
registration statement, and the Company is responsible for
the remaining portion; provided, that, in any such case, (A)
no such holder will be required to contribute any amount in
excess of the net proceeds of the public offering price of
all such Registrable Securities offered by it pursuant to such
registration statement and (B) no person or entity guilty
of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution
from any person or entity who was not guilty of such fraudulent
misrepresentation.
6. Participation in Underwritten Registrations; Selection
of Underwriters. No Shareholder may participate in any
underwritten registration hereunder unless such Shareholder (a)
agrees to sell such Shareholder's Registrable Securities on
the basis provided in any underwriting arrangements approved
by the persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of
such underwriting arrangements. The Shareholders, by a vote of
the Shareholders holding a majority of the Registrable
Securities, may determine that the registration statement filed
by the Company pursuant to this Agreement shall be an
underwritten offering. In any such underwritten offering, the
investment banker or investment bankers and manager or
managers that will administer the offering will be selected by
the Shareholders holding a majority of the Registrable
Securities included in such offering; provided, however, that
such investment bankers and managers must be reasonably
satisfactory to the Company. Such investment bankers and
managers are referred to herein as the "underwriters."
7. Changes in Capital Stock. If, and as often as,
there is any change in the capital stock of the Company by way
of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions hereof
so that the rights and privileges granted hereby shall
continue with respect to the capital stock as so changed.
8. Rule 144 Reporting. With a view to making
available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of the
Registrable Securities to the public without registration, at all
times following the effectiveness of any registration statement
covering a public offering of securities of the Company
under the Securities Act, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities
Act;
(b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities
Act and the Exchange Act; and
(c) furnish to each holder of Registrable Securities
forthwith upon request a written statement by the Company as to
its compliance with the reporting requirements of such Rule
144 and of the Securities Act and the Exchange Act, a copy of
the most recent annual or quarterly report of the Company,
and such other reports and documents so filed by the
Company as such holder may reasonably request in availing
itself of any rule or regulation of the Commission
allowing such holder to sell any Registrable Securities
without registration.
9. Rights and Remedies at Law or Equity. In the event
that the Company fails to fulfill its registration
responsibilities pursuant hereto for any reason, then the
holders of Registrable Securities shall have all other rights
and remedies available to such holders at law or equity.
10. Representations and Warranties of the Company. The
Company represents and warrants to the Shareholders as follows:
(a) The execution, delivery and performance of this
Agreement by the Company have been duly authorized by all
requisite corporate action and will not violate any provision of
law, any order of any court or other agency of government, the
charter or by-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a
breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other
instrument or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company or its subsidiaries.
(b) This Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its
terms.
11. Market Stand-Off. In consideration for the
Company agreeing to its obligations under this Agreement, each
Shareholder agrees in connection with any registration of
the Company's securities (whether or not such Shareholder is
participating in such registration) upon the request of the
Company and either the underwriters managing any
underwritten offering of the Company's securities or any
regulatory authority (including, but not limited to, any
state or Federal securities regulatory authority or the
National Association of Securities Dealers, Inc.), not to sell,
make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of, any Registrable Securities in
a market transaction (other than those included in the
registration) without the prior written consent of the Company,
or such underwriters or the prior approval of such regulatory
authority, as the case may be, for such period of time (not to
exceed 180 days from the effective date of such registration
with respect to the underwriter's request or such longer period
as requested by such regulatory authority) as the Company and
the underwriters or such regulatory authority may
specify.
12. Miscellaneous.
(a) All covenants and agreements contained in this
Agreement by, or on behalf of, any of the parties hereto shall
bind and inure to the benefit of the respective successors
and assigns of the parties hereto (including, without
limitation, transferees of any Registrable Securities), whether
so expressed or not.
(b) Except as otherwise specifically provided herein, any
notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or by Federal Express, Express
Mail or similar overnight delivery or courier service or
delivered by facsimile transmission to whom it is to be given:
if to the Company, at the address set forth on the first page
hereof with a copy to the Company at Xxx Xxxxxxxxxxx Xxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, if to the Shareholder, at
the address set beneath such party's signature to this
Agreement; and (iii) if to any subsequent holder of
Registrable Securities, to it at such address as may have
been furnished to the Company in writing by such holder; or, in
any case, at such other address or addresses as shall have
been furnished in writing to the Company (in the case of a
holder of Registrable Securities) or to the holders of
Registrable Securities (in the case of the Company) in
accordance with the provisions of this paragraph. Notice to the
estate of any party shall be sufficient if addressed to the
party as provided in this Section 13(b). Any notice or other
communication given by certified mail shall be deemed given at
the time of certification thereof, except for a notice changing
a party address which shall be deemed given at the time of
receipt thereof. Any notice given by other means permitted by
this Section 13(b)shall be deemed given at the time of receipt
thereof.
(c) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York
applicable to contracts entered into and to be performed wholly
within said State.
(d) Any judicial proceeding brought against any of the
parties to this Agreement on any dispute arising out of this
Agreement of any matter related hereto shall be brought in the
courts of the State of New York or in the United States
District Court for the Southern District of New York, and,
by execution and delivery of this Agreement, each of the
parties hereto accepts for itself and himself the process in any
such action or proceeding by the mailing of copies of such
process to it, at its or his address as set forth in
paragraph 13(b) and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement.
Each party hereto irrevocably waives to the fullest extent
permitted by law any objection that it or he may now or
hereafter have to the laying of the venue of any judicial
proceeding brought in such courts and any claim that any such
judicial proceeding has been brought in an inconvenient
forum. The foregoing consent to jurisdiction shall not
constitute general consent to service of process in the State of
New York for any purpose except as provided above and shall not
be deemed to confer rights on any person other than the
respective parties to this Agreement.
(e) This Agreement may not be amended or modified without
the written consent of the Company and the holders of at least a
majority of the Registrable Securities.
(f) Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver
thereof. No waiver shall be effective unless and until it is
in writing and signed by the party granting the waiver.
(g) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(h) If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if
any such illegal, invalid or unenforceable provision were
not contained herein.
REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of this day ___ of ___________, 2001.
If the Shareholder is an individual, or if purchased as
joint tenants, as tenants in common, or as community property:
Print Name(s) Social Security Number(s)
Signature(s) of Purchaser(s) Signature(s) of Purchaser(s)
Date Address
If the Shareholder is a partnership, corporation OR trust:
Name of Partnership,
Corporation or Trust
By: ACCEPTED AND AGREED
Name: this _______ day of _______, 2001
Title:
Bioenvision, Inc.
Address
By:
Name:
Title:
