WITNESSETH

                                                                   Exhibit 10.33


                 CLOFARABINE MARKETING & DISTRIBUTION AGREEMENT


        THIS CLOFARABINE MARKETING & DISTRIBUTION AGREEMENT (this "Agreement"),
effective as of the 24th day of March, 2006 (the "Effective Date") is between
Bioenvision, Inc., a Delaware corporation with its principal offices located at
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Bioenvision") and Mayne
Pharma Limited, an Australian corporation with its principal offices located at
Xxxxx 00, 000 Xx. Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx 0000 Xxxxxxxxx (the
"Distributor").

                                   WITNESSETH


        WHEREAS, Bioenvision is engaged in the development and manufacture of
certain pharmaceutical products and the Distributor is engaged in the business
of marketing and selling certain pharmaceutical products; and

        WHEREAS, Bioenvision has the exclusive right to market and sell the
Product (as hereinafter defined) in certain territories, including the Territory
(as hereinafter defined); and

        WHEREAS, the Distributor has substantial knowledge, experience and
expertise in obtaining regulatory approvals and reimbursement authorizations,
and making and selling therapeutic drugs in the Territory; and

        WHEREAS, Bioenvision desires to engage the Distributor to seek
registration and, as required, reimbursement approval of the Product in the
Territory; and

        WHEREAS, Bioenvision desires to appoint the Distributor as the exclusive
distributor of the Product in the Territory, and the Distributor desires to
accept such appointment;

        WHEREAS, Bioenvision desires to grant exclusive marketing rights to
Distributor in the Territory, and the Distributor desires to accept such grant;

        NOW, THEREFORE, in consideration of the foregoing and the mutual terms,
conditions and agreements set forth herein, Bioenvision and the Distributor
hereby agree as follows:

1.      DEFINITIONS

        As used in this Agreement, the singular includes the plural and the
plural includes the singular, wherever so required by fact or context. Titles
used in the Sections hereof shall be only for convenience and shall not be
regarded as part of this Agreement. Schedule shall mean any schedule to this
Agreement, each of them being made a part hereof. As used in this Agreement, and
unless otherwise provided, the following terms shall have the following
meanings:



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        "Act of Insolvency" means (1) filing a petition in voluntary bankruptcy
or making an assignment for the benefit of creditors or consenting to the
appointment of a receiver of all or any substantial part of the property of a
party, or filing a petition to take advantage of any debtors act; (ii) the
commencement against a party of any case, proceeding or other action seeking the
adjudication of such party as bankrupt by a court of competent jurisdiction or
the appointment by such a court of a trustee or receiver or receivers of such
party or of all or any substantial part of the property of such party upon the
application of any creditor in any insolvency or bankruptcy proceeding or other
creditor's suit, which case, proceeding or other action is not dismissed within
sixty (60) days of its commencement; or (iii) any event or act analogous to any
of these.

         "Affiliates" of a party means persons or entities that directly, or
indirectly through one or more intermediaries, control or are controlled by or
are under common control with such party. The term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through the
ownership of voting securities, by contract or otherwise.

        "Competitive Products" means any products, other than the Products, that
contain clofarabine as their active ingredient.

        "Distributor's Warehouse" means the warehouse of the Distributor located
at 0 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx, or such other place as the
Distributor determines that is acceptable to Bioenvision.

        "Dossier" means the then-current EU Common Technical Document for a
Product;

        "Effective Date" means the date the last party properly executes this
Agreement.

        "EMEA" means the European Medicines Agency or any successor body or
organization.

        "Event of Default" means (the party with respect to which such an event
relates being referred to herein as a "Defaulting Party") any failure of the
Defaulting Party (except where such failure is caused by or a direct result of
an Event of Default by the other party) to observe and perform any material
covenant or agreement contained in this Agreement for a period of thirty (30)
days after receipt by the Defaulting Party of notice thereof from the other
party.

        "Extension Term(s)" means the period or periods, if any, during which
the Initial Term is extended by the Distributor in accordance herewith.

        "Generally Accepted Accounting Principles" or ("GAAP") means the
principles, basic concepts and conventions used and set by the Financial
Accounting Standards Board in the United States of America.

        "GMP" has the meaning provided under the GMP Agreement.



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        "GMP Agreement" means an agreement in relation to the quality issues
relating to the Product.

        "Gross Sales" means the gross amount invoiced by the Distributor for
Sales of Product, other than amounts invoiced by the Distributor to its
Affiliates, but such amount shall include the subsequent sale to Third Parties
by any such Affiliate.

        "Indication" means any one of the Initial Indications or the Optional
Indications for which Distributor has exercised its option under Section 3.2(a),
and "Indications" means more than one of either or both of the Initial
Indications and such Optional Indications.

        "Initial Indication" means use of the Product for treatment of acute
lymphoblastic leukemia, acute myeloid leukemia in children and adults, and as
first-line treatment for acute myeloid leukemia in adults.

        "Initial Term" means the period beginning on the Effective Date and
continuing until the [****] anniversary of the Effective Date, unless terminated
earlier in accordance with the provisions of Section 14.

        "Marketing Plan" has the meaning ascribed to it in Section 10.1(a).

        "Net Sales" means Gross Sales less the sum of (i) credits or allowances
given or made for rejection or return of previously sold Products, (ii) sales,
use, value-added and similar retail taxes charged to the purchaser and
specifically identified on the invoice or other documentation related to the
Sale and (iii) charges for freight and insurance directly related to the
distribution of Products to the extent reflected on the invoice issued by
Distributor.

        "New Indication" means any indication for the Product other than those
that are included within the Indication.

        "Optional Indications" means use of the Product for treatment of any of
the following conditions or diseases: chronic lymphoblastic leukemia, chronic
myeloid leukemia, acute promyelocytic leukemia, myeloproliferative and
myelodysplastic syndromes, multiple myeloma and non-xxxxxxxx lymphoma.

        "Pharmacovigilance Agreement" means an agreement in relation to the
pharmacovigilance issues relating to the Product.

        "Product" means clofarabine supplied to the Distributor by Bioenvision
under this Agreement, in oral and injectable formulations, as further described
in the Specifications.

        "Registration Approval" means the approval for each Product issued by
the Regulatory Authorities that is required for the commercial sale of such
Product in the Territory. Registration Approval shall not include Reimbursement
Approval.



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        "Regulatory Authorities" means the Therapeutic Goods Administration in
Australia and Medsafe in New Zealand, in each case, including any successor or
equivalent authority thereto, if applicable.

        "Reimbursement Approval" means the approval of the Reimbursement Price
for each Product as established by the Australian Pharmaceutical Benefits
Scheme. Reimbursement Approval shall not include Registration Approval.

        "Reimbursement Price" means the government reimbursement price
established, approved and as modified from time to time by the Australian
Pharmaceutical Benefits Scheme for the Product within Australia.

        "Sale(s)" (or "Sold") means any gift, grant, sale, assignment, transfer,
conveyance or other disposition of the Product by the Distributor or any of its
Affiliates to another party (other than for quality assurance or control
purposes); provided however, that Sales shall not include distribution of
samples of the Product without charge to physicians, hospitals or clinics for
promotional or research purposes as set forth in the Marketing Plan.

        "Sales Reports" has the meaning ascribed to it in Section 10.1(c).

         "Specifications" means the specifications for Product set forth in
Schedule A as amended from time to time in accordance herewith.

        "Term" means the Initial Term plus any Extension Term(s), if applicable.

        "Territory" means Australia and New Zealand.

        "Third Party" means any person other than the parties to this Agreement
and their Affiliates.

        "Trademarks" means the trademarks, service marks, trade names and logos
used on or in connection with the identification or marketing of the Product
listed on Schedule B hereto and any additional trademarks, service marks, trade
names and logos that are approved by the Parties.

        "Unit of Product" means the standard outer package for the Territory
labeled in accordance with applicable laws and the Registration Approval,
initially containing four (4) vials of Product, a package insert and the
components contained in Bioenvision's standard package for markets outside North
America (and such other components as the parties may mutually agree to include
due to regulatory requirements in the Territory).

1A.     EARLY TERMINATION

This Agreement shall be subject to termination by Distributor, by written notice
to Bioenvision provided within sixty (60) days following the Effective Date, if
Distributor is not satisfied with



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the results of its due diligence efforts conducted during such period, or if the
GMP Agreement and Pharmacovigilance Agreements are not executed by both parties
during such period.

2.      PROJECT MANAGEMENT

        2.1 Project Managers. No later than thirty (30) days after the Effective
Date, Bioenvision and the Distributor shall each appoint a project manager to be
responsible for coordinating between the parties all issues related to
regulatory affairs, medical affairs, marketing, logistics, distribution,
forecasting, and any other activities contemplated in relation to the
commercialization of the Product in the Territory. Each party shall ensure that
its project manager is well informed about all relevant Product-related
activities within its organization and shall delegate to its project manager
authority to, and responsibility for, identifying and resolving within such
party's organization all issues related to the marketing and distribution of the
Product as contemplated by this Agreement.

        2.2    Meetings.   The Project Managers shall:

               (a)    review and advise on the Marketing Plans submitted by the
                      Distributor, and review and comment on sales and marketing
                      strategies for the Product (including launch plans for the
                      Product);

               (b)    review and comment on the overall strategy for training,
                      advertising and promotional materials to be used in the
                      Territory;

               (c)    review and advise on the publications to be used in the
                      Territory;

               (d)    discuss appropriate medical conferences and meetings in
                      the Territory at which the Product should be represented;

               (e)    discuss any improvements to the Product planned to be made
                      by Bioenvision, including new formulations or dosage
                      regimens, but excluding new indications; and

               (f)    perform such other functions as the parties may decide are
                      appropriate to further the commercial success of the
                      Product in the Territory and the purposes of this
                      Agreement, including the periodic evaluation of actual
                      performance against performance objectives.

The Project Managers shall meet at such times and places as it may determine,
but no less frequently than once per calendar year commencing with the second
calendar year after the Effective Date. The Project Managers may meet in person
or by video or teleconference (if practical), and individual members may
participate in any of the foregoing ways. All costs of participation by each
Project Manager shall be borne by the party appointing such person.



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3.      REGISTRATION APPROVAL; REIMBURSEMENT APPROVAL.

        3.1 Registration Approval; Reimbursement Approval. Distributor has the
exclusive right and obligation to apply for, obtain and maintain (subject to
Section 3.5(a) below), on trust for the benefit of Bioenvision, the Registration
Approval and Reimbursement Approval for the Initial Indications, and, to the
extent it exercises its option hereunder to any Optional Indications, then for
such Optional Indications as well, for the Product in the Territory. Subject to
the terms and conditions hereof, the Distributor shall make all required
submissions for Registration Approval and Reimbursement Approval for the Initial
Indications in the Territory provided that the Distributor has no obligation to
make the first submission for Registration Approval until it has received
Dossiers under Section 3.2(a) for both pediatric Acute Lymphoblastic Leukemia
and adult Acute Myeloid Leukemia, and if such approvals are granted by the
Regulatory Authorities, during the Term of this Agreement, maintain in effect
such Registration Approval and Reimbursement Approval. Distributor shall seek
such Registration Approval and Reimbursement Approval for each type of cancer
within the Optional Indications at its own option and will notify Bioenvision in
writing if it chooses to exercise such option. Distributor must notify
Bioenvision whether it chooses to exercise such option over the Optional
Indications within ninety (90) days of receipt of the relevant Dossier from
Bioenvision as set out in section 3.2(a). In the event that Distributor
exercises option, then the relevant Optional Indication shall be deemed to be
included with the "Indications" for all purposes hereunder. In the event the
Distributor does not exercise such option within the period referred to above,
Bioenvision shall be free to seek such Registration Approval and Reimbursement
Approval through its Affiliate, or to discuss with, and grant to, a Third Party
rights to import, promote, market, distribute and sell Products for the Optional
Indication in the Territory, provided that it shall not enter into such a deal
with a Third Party on payment terms that are more favourable to the Third Party
than the terms last offered to the Distributor.

         3.2 Bioenvision Obligations. Bioenvision shall perform the following
obligations following the Effective Date:

               (a)    Bioenvision shall provide the Distributor with copies of
                      the Dossier assembled to obtain or update regulatory
                      approval by, and submitted to, the EMEA by Bioenvision for
                      each Indication no later than thirty (30) days after such
                      submission has taken place;

               (b)    Bioenvision shall, in June and December of each year,
                      provide the Distributor with clinical and marketing
                      updates from major markets outside the Territory as
                      reasonably necessary to support marketing of the Product
                      and applications for Registration Approval and
                      Reimbursement Approval; and

               (c)    Bioenvision shall provide additional information regarding
                      the Product that it may possess, to the extent useful in
                      connection with marketing of the Product and obtaining or
                      maintaining the Registration Approval or Reimbursement
                      Approval; provided however, that Bioenvision shall have



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                      no obligation to perform additional pre-clinical or
                      clinical studies or data analysis in connection with this
                      obligation.

               (d)    Prior to the submission by Distributor of an application
                      for Registration Approval by Distributor within the
                      Territory, Bioenvision is free to alter the Specification
                      or Dossier in relation to the Product or any Indication in
                      the Territory, provided that Bioenvision shall provide
                      reasonably prompt notice of same, and an updated Dossier
                      reflecting such changes, to Distributor after making such
                      alteration. After the submission by Distributor of an
                      application for Registration Approval within the Territory
                      but prior to approval of such application, Bioenvision
                      shall not alter the Specification or Dossier in relation
                      to the Product or any Indication in the Territory, except
                      that it may improve the Specification or Dossier during
                      such period provided it gives reasonable prior notice to
                      Distributor. After the submission by Distributor of an
                      application for Registration Approval within the Territory
                      and the approval of such application, Bioenvision shall
                      not alter the Specification or Dossier in relation to the
                      Product or any Indication in the Territory, without the
                      prior written approval of the Distributor, which approval
                      shall not be unreasonably withheld.

               (e)    If Bioenvision applies for registration approval or any
                      amendment to any registration approval for an improvement
                      to the Product, including new formulations or dosage
                      regimens, but excluding new indications, in any country
                      outside the Territory, Bioenvision will immediately notify
                      the Distributor and provide the Distributor with the
                      option, which the Distributor may exercise at its own
                      discretion, to apply for or amend the Registration
                      Approval and sell such improved version of the Product,
                      and in which case the parties will amend the
                      Specifications as required.

        3.3 Costs. Distributor shall pay all costs and fees incurred in
connection with obtaining and maintaining the Registration Approval and
Reimbursement Approval for the Product in the Territory, including without
limitation, regulatory evaluation fees, maintenance fees and costs, and costs of
local expert reports, but excluding expenses incurred by Bioenvision for
performing the obligations described in Section 3.2 above.

        3.4    [****]

        3.5 Regulatory Support Services. The Distributor shall apply for the
Registration Approval and the Reimbursement Approval (and, if necessary in New
Zealand, in the name of such Affiliate) subject to the following conditions.

               (a)    The Distributor hereby agrees to transfer, or cause to be
                      transferred, the Registration Approval and Reimbursement
                      Approval obtained by it in respect of the Product in
                      written form and by means of providing, or



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                      causing to be provided, to Bioenvision (or its designee)
                      an assignment of all of Distributor's right, title and
                      interest in and to all such Registration Approvals and
                      Reimbursement Approvals, as well as any applications
                      therefor,and all submitted data including without
                      limitation all data on Specifications, toxicology, AME,
                      clinical investigations etc, and all other documents,
                      undertakings, authorizations and approvals necessary for
                      the importation into and sale of the Product in the
                      Territory., within sixty (60) days from the date of
                      termination or expiration of this Agreement, but not
                      before the Distributor has disposed of all Product in its
                      possession to the extent provided under Section 14.5 and,
                      furthermore, agrees to provide free of charge full
                      cooperation to Bioenvision or its duly qualified designee.
                      If such termination is by Distributor under Section
                      14.4(c), and the effective date of such termination occurs
                      before the end of the second year of the Term, then
                      Bioenvision shall reimburse Distributor for all reasonable
                      out-of-pocket costs and fees it incurred in obtaining such
                      Registration Approvals and Reimbursement Approvals. If
                      such termination is by Distributor under Section 14.4(c),
                      and the effective date of such termination occurs before
                      the end of the third year of the Term, then Bioenvision
                      shall reimburse Distributor for fifty percent (50%) of all
                      reasonable out-of-pocket costs and fees it incurred in
                      obtaining such Registration Approvals and Reimbursement
                      Approvals. If such termination is by Distributor under
                      Section 14.4(c), and the effective date of such
                      termination occurs before the end of the fourth year of
                      the Term, then Bioenvision shall reimburse Distributor for
                      twenty-five percent of all reasonable out-of-pocket costs
                      and fees it incurred in obtaining such Registration
                      Approvals and Reimbursement Approvals. Under all other
                      circumstances, such transfer of rights shall be promptly
                      conducted by the Parties at their own expense; and

               (b)    The Distributor shall provide, or cause to be provided, to
                      Bioenvision: (i) notice and a prior written copy of any
                      material filings in connection with the Registration
                      Approval or the Reimbursement Approval, (ii) prompt notice
                      of any other filings so made, (iii) immediate notice and a
                      copy of all material correspondence from the Regulatory
                      Authorities concerning the Registration Approval or
                      Reimbursement Approval, and (iv),a complete copy of each
                      application for Registration Approval prepared for
                      submission by or on behalf of the Distributor for a
                      Product and ten (10) business days to make comments
                      regarding such application prior to filing, which comments
                      shall be considered in good faith by the Distributor, and
                      (v) a complete copy of each application for Reimbursement
                      Approval prepared for submission by or on behalf of the
                      Distributor for a Product, and twenty (20) business days
                      to make comments regarding such application prior to
                      filing, which comments shall be considered in good faith
                      by the Distributor.



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        3.6 Plant Inspection. Bioenvision shall use commercially reasonable
efforts to obtain for the Distributor and/or its designee, the right, upon
reasonable notice and during normal business hours, to inspect Bioenvision's or
its contract manufacturer's facilities and operations where Product is
manufactured and stored, at the Distributor's cost and expense. Bioenvision and
Distributor acknowledge that Bioenvision cannot provide the Distributor with
such rights under current agreements with Bioenvision's contract manufacturers.
Bioenvision shall also provide Distributor with copies of such inspection
reports (whether prepared by a Regulatory Authority, Bioenvision or a Third
Party), relating to such facilities, as it shall have the right to disclose to
Distributor during the Term.

4.      DISTRIBUTION AND MARKETING RIGHTS

        4.1 Appointment. Subject to the terms and conditions hereof, Bioenvision
hereby appoints the Distributor as its exclusive distributor, on a royalty-free
basis, and grants the Distributor the exclusive right to market, sell and
distribute the Product in the Territory for the Indications, and the Distributor
hereby accepts such appointment during the Term.

        4.2 Resale Restrictions. During the Term, the Distributor and its
Affiliates shall not, directly or indirectly, through one or a series of
transactions, market, sell or promote for sale Product: (i) outside of the
Territory, (ii) obtained from any source other than Bioenvision, or (iii) with
the use of any trademark or brand other than one of the Trademarks. During the
Term, the Distributor and its Affiliates shall not, directly or indirectly,
market or promote for sale Product for any indication other than the
Indications.

        4.3 Resale Pricing. Distributor shall set the price and terms for resale
of the Product within the Territory provided that Distributor and its Affiliates
shall not: (i) discount the price charged for the Products in order to promote
the sale of other products, or (ii) sell the Products for consideration other
than valid currency. Distributor and its Affiliates shall conduct all price
negotiations, and make all sales, on an arm's-length basis and shall not resell
the Product to its Affiliates or agents, for the purpose of decreasing the
amount payable hereunder, or otherwise, other than any sales that are necessary
to its Affiliate in New Zealand in order to effect sale and distribution in that
country.



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        4.4 Appointment of Subdistributors; Wholesalers. Distributor shall not
sell the Product through subdistributors, other than an Affiliate in New Zealand
(and only so long as such party remains an Affiliate of Distributor), without
the prior written consent of Bioenvision. If Bioenvision consents to such sales,
Distributor shall be and remain fully liable and responsible to Bioenvision for
the activities of the subdistributor. Notwithstanding the foregoing, Distributor
shall be entitled to enter into such agreements with drug wholesalers, on an
arm's-length basis, in order to distribute and sell the Products in the
Territory, it being understood that the designation of such wholesalers shall be
the sole responsibility of the Distributor. Bioenvision shall not have any
obligations towards such wholesalers either during the Term of this Agreement or
after its termination.

        4.5 Sale of Competitive Products. In consideration of, and as a
continuing condition of, the grant and retention of the rights granted under
Section 4.1 to the Distributor, the Distributor and its Affiliates shall not
import, sell and/or distribute in the Territory any Competitive Products during
the Term.

        4.6 New Indications; Right of First Offer. During the Term of this
Agreement, if Bioenvision obtains regulatory approval from the EMEA for a New
Indication for the Products, then Bioenvision shall, within thirty (30) days of
such filing, notify the Distributor of such New Indication, such notification to
include a copy of the Dossier submitted to the EMEA, and shall offer to discuss
with the Distributor the grant of exclusive import, promotion, marketing,
distribution and sale rights to the Distributor in the Territory for such New
Indication, prior to discussing the same with any Third Parties. Any grant of
rights to the Distributor shall be subject to agreement between Bioenvision and
the Distributor of mutually satisfactory terms and conditions. In the event the
Distributor is not interested in, or unable to reach agreement with Bioenvision
within ninety (90) days following notification from Bioenvision as referred to
above on the terms and conditions for the grant of exclusive rights to the New
Indication, Bioenvision shall be free to discuss with, and grant to, a Third
Party rights to import, promote, market, distribute and sell Products for the
New Indication in the Territory.

5.      SALES, ORDERS AND SHIPMENTS OF PRODUCT

        5.1 Sales. Subject to the grant of Registration and Reimbursement
Approvals, Bioenvision shall deliver the Product to the Distributor for sale in
Units of Product, and the Distributor shall order the Product exclusively from
Bioenvision in Units of Product.

        5.1A Samples. Prior to the grant of Registration Approval Distributor
shall be entitled to order, on an as needs basis, Product labeled in accordance
with the relevant requirements of the EMEA ("EU Labeled Product"), and
Bioenvision will deliver such EU Labeled Product to the Distributor within
thirty (30) days of receipt of such order. The price for EU Labeled Product will
be as set out in section 6.2, except that the Distributor will reimburse
Bioenvision the cost of transport to the Distributor's Warehouse.

        5.2 Forecasts; Orders. Except as provided in Section 5.1A, the
Distributor shall order the Product from Bioenvision no more than once per
calendar quarter, and subject to the



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limitations set forth below, Bioenvision shall supply the Units of Product to
the Distributor, in such quantities as are ordered by the Distributor. On or
before the fourth day of each month immediately preceding the commencement of a
new calendar quarter during the Term, Distributor shall provide a twelve (12)
month, rolling quarterly forecast of the Distributor's forecast requirements for
each Product that is then for sale in the Territory or that the Parties
anticipate will be launched in the Territory in the next twelve (12) months,
such forecasts to be developed by the Distributor in good faith using the best
available information ("Forecasts"). Such Forecasts shall be communicated in
writing to Bioenvision. Such Forecasts shall cover the next four full
consecutive calendar quarters and shall be updated quarterly by the Distributor
on a rolling basis. The first six months of each Forecast shall be considered as
the firm forecast ("Firm Forecast"). Total Units forecast for the second quarter
of any Firm Forecast shall not deviate by more than [****] from the immediately
preceding Forecast for such calendar quarter. Purchase orders shall provide for
at least ninety (90) days before requested delivery, unless the Parties are able
to agree upon an early delivery date if requested by the Distributor ("Delivery
Date") of the Units of Product ordered.

        5.3 Shipment. Bioenvision shall ship such quantities of the Product to
the Distributor as the Distributor shall order by the requested Delivery Date,
subject to the limitations set forth below. If due to an force majeure event as
described in Section 15.6, Bioenvision is unable to supply Product to meet the
needs of all of its customers and distributors, including orders placed by
Distributor in accordance with this Agreement, then Bioenvision reserves the
right to allocate to the Distributor such portion of the available supplies as
Bioenvision shall determine in its sole discretion to minimize patient safety
concerns. Bioenvision acknowledges that the Distributor shall be released from
any obligations hereunder to maintain minimum stock of the Product, if
Bioenvision does not supply sufficient quantities of the Product to enable the
Distributor to discharge such obligations.

        5.4 Delivery Shipments of the Product to the Distributor's Warehouse
shall be by CIP Incoterms 2000. Shipments shall be accompanied by a legible
certificates of analysis and documents showing the origin of the Products
shipped. The Distributor shall be responsible for paying all costs associated
with storage and handling of the Products at the Distributor's Warehouse and
handling and transportation costs associated with transportation to other
warehouses.

        5.5 Quality Control and Storage. Upon delivery, Distributor shall
promptly cause the Products to be unloaded and inspected. Distributor shall
store and transport the Products in accordance with the procedures specified by
Bioenvision and the Registration Approvals. In all cases, the Distributor shall
comply with the information and recommendations communicated in writing by
Bioenvision to the Distributor and with all applicable laws, rules and
regulations concerning the labeling, packaging, warehousing and distribution of
Products.

6.      PAYMENTS

        6.1 Milestone Payments. Distributor shall give prompt notice to
Bioenvision of the achievement of each of the following milestone events,
following which Bioenvision shall issue.



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the Distributor with an invoice for the applicable milestone payment. Both
parties acknowledge that nothing in this Agreement obliges the Distributor to
achieve any or all of Milestones 6 to 11, and that any attempt to achieve such
Milestone(s) is solely at the Distributor's discretion. In consideration of the
rights granted herein, in particular the rights granted under clause 4.1 herein,
Distributor shall pay the following amounts to Bioenvision within thirty days
after receipt of the invoice for each applicable milestone payment referred to
above.

        ------------------------------------------------------------------------
        Milestone   Event                           Milestone Payment
        ------------------------------------------------------------------------
        1           [****]                          [****]
        ------------------------------------------------------------------------
        2           [****]                          [****]
        ------------------------------------------------------------------------
        3           [****]                          [****]
        ------------------------------------------------------------------------
        4           [****]                          [****]
        ------------------------------------------------------------------------
        5           [****]                          [****]
        ------------------------------------------------------------------------
        6           [****]                          [****]
        ------------------------------------------------------------------------
        7           [****]                          [****]
        ------------------------------------------------------------------------
        8           [****]                          [****]
        ------------------------------------------------------------------------
        9           [****]                          [****]
        ------------------------------------------------------------------------
        10          [****]                          [****]
        ------------------------------------------------------------------------
        11          [****]                          [****]
        ------------------------------------------------------------------------


[****]

        6.2 Purchase Price for Product. After the first sale by Distributor of
Product, Distributor shall commence making quarterly payments to Bioenvision of
the purchase price for the Product as set forth in this Section 6.2. Not later
than each May 31, August 31, November 30 and February 28, the Distributor shall
pay to Bioenvision [****] as payment for the Products sold hereunder by
Bioenvision to Distributor. Such payment shall be made in Australian Dollars and
by wire transfer of immediately available funds in accordance with instructions
to be provided by Bioenvision.

               Bioenvision shall have the right to audit the records to be
retained and that support the reports to be provided under this Agreement by
Distributor to Bioenvision, including without limitation, the Sales Reports, on
an annual basis, at Bioenvision's sole cost and expense,



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provided, however, if any such audit shall reveal that Distributor has underpaid
Bioenvision amounts due hereunder for any period by in excess of five percent,
(5%), then the costs of such audit shall be reimbursed by Distributor to
Bioenvision along with the amount that was due and owing and interest thereon.

        6.3 Terms of Payment. Bioenvision and Distributor agree that GST on any
taxable supply made by Bioenvision under this Agreement will be payable by
Distributor pursuant to Section 83 of the A New Tax System (Goods and Services)
Xxx 0000. All payments due under this Agreement are to be made without reduction
for taxes (except withholding taxes or other taxes for which the recipient party
may claim any tax credit or other double tax relief), duties and such other
amounts that are or may be imposed by any national, municipal or other
government agency or authority. If any such reduction is required to be made,
the gross payment due to Bioenvision shall be increased such that the net amount
received after the required reduction shall equal the amount specified herein.
Any late payments shall bear interest at the rate of one percent (1%) per month
compounded annually. Payment of such interest shall be in addition to any other
remedies available hereunder to Bioenvision.

7.      OBLIGATIONS REGARDING SALES OF PRODUCT

        7.1 Distributor Obligations. The Distributor hereby agrees to use
commercially reasonable efforts to market, sell and distribute the Products in
the Territory, including without limitation the following:

               (a)    promote the sale of the Product in the Territory, in
                      particular in hospitals and clinics and prepare
                      promotional materials and advertising in all relevant
                      local languages;

               (b)    establish and maintain a well-trained sales force for the
                      Product (together with a well-trained support staff)
                      adequate to service all of the Distributor's customers and
                      to promote the sale of the Product in the Territory; and
                      keep the sales force knowledgeable and fully informed as
                      to the Products and Bioenvision's policies as communicated
                      to the Distributor in writing;

               (c)    enable a prompt delivery service compatible with good
                      business practice, the nature of the Products, and the
                      requirements of its customers;

               (d)    ensure that the transportation and storage of the Product
                      shall preserve the quality of the Products;

               (e)    maintain a permanent stock of the Product of at least
                      three (3) months supply (based on Distributor's forecast
                      pursuant to Section 5.2 above);

               (f)    sell the Product in the Territory only in containers
                      approved by Bioenvision, with labels and packaging
                      approved by Bioenvision;



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               (g)    promptly advise Bioenvision in writing of all material
                      laws, rules and regulations of the Territory of which the
                      Distributor has knowledge and which are relevant to
                      Bioenvision for the performance of its obligations under
                      this Agreement;

               (h)    obtain and maintain all material licenses, appraisals and
                      permits necessary for the Distributor to perform its
                      obligations under this Agreement;

               (k)    notify Bioenvision immediately upon its becoming aware of
                      any material occurrence of disparagement of any of the
                      Products or infringement of any rights relating to the
                      Product in the Territory;

               (l)    comply with all applicable anti-corruption laws in effect
                      in the Territory;

               (m)    make no safety or performance claim in respect of the
                      Product which has not been previously approved by the
                      Regulatory Authorities;

               (n)    establish and maintain suitable systems and records
                      (including lot numbers of the Products sold and the
                      purchasers of the Products) to enable a recall of Products
                      in a timely, efficient and accurate manner and otherwise
                      in accordance with applicable laws and regulations.

               (p)    obtain and maintain during the term of this Agreement
                      product liability insurance to cover all its potential
                      liabilities under this Agreement and in connection with
                      the distribution of Products, in an amount which shall
                      exceed [****] per incident and provide to Bioenvision, no
                      later than thirty (30) days following the Effective Date,
                      a certificate of its current product liability insurance
                      policy(is) providing such coverage; and

         7. 1A Distributor Representation and Warranty. Distributor represents
and warrants that (i) it has the authority and right to enter into and perform
this Agreement, (ii) no authorization, consent or approval of, or any filing or
registration with, any governmental authority or regulatory body (other than as
contemplated by this Agreement) is required for the execution, delivery and
performance of this Agreement, and (iii) the execution, delivery and performance
of this Agreement will not conflict with the terms of any other agreement to
which it is or becomes a party or by which it is or becomes bound.

        7.2 Commencement of Sales. The Distributor shall commence the sale of
the Product in the Territory within three (3) months following the date on which
the Reimbursement Approval for the Product is granted in the Territory and no
later than five (5) years following the Effective Date, and in the event the
Distributor fails to do so, Bioenvision shall be entitled to terminate this
Agreement pursuant to Section 14.4, such right to terminate to expire as soon as
the Distributor commences the sale of the Product in the Territory.



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                                       14



        7.3    Bioenvision Obligations; Warranties; Limitation of Liability.

               (a)    Bioenvision warrants that all of the Products sold to the
                      Distributor hereunder:

                      (i) shall be manufactured in accordance with GMP (as
                      evidenced by a certificate of analysis or other comparable
                      document accompanying shipments of Products from
                      Bioenvision, or its contract manufacturer, to the
                      Distributor), the GMP Agreement, and in accordance with
                      all applicable laws and regulations in the country of
                      manufacture and the Territory;

                      (ii) shall be of merchantable quality and manufactured at
                      a facility approved by a competent authority (including
                      the United States Food and Drug Administration or EMEA)
                      that is recognized by the Regulatory Authorities;


                      (iii) with respect to the remaining shelf life of Product
                      at the time of delivery: (A) Bioenvision will use
                      commercially reasonable efforts to ensure that, if
                      delivered prior to Registration Approval is granted,
                      Product shall have at least six (6) months of remaining
                      shelf life; (B) Bioenvision will use commercially
                      reasonable efforts to ensure that, if delivered during
                      calendar year 2007 (provided Registration Approval has
                      been granted) shall have at least eighteen (18) months of
                      remaining shelf life; and (C) Product delivered after
                      calendar year 2007 (provided Registration Approval has
                      been granted) shall have at least twenty four (24) months
                      of remaining shelf life;

                      (iv) shall for the duration of shelf life meet all of the
                      Specifications, except to the extent such failure to meet
                      such Specifications arose out of a failure by Distributor,
                      its Affiliates or their customers to use proper handling
                      and storage procedures with respect to the Product.

                (b)   Bioenvision shall comply with the Foreign Corrupt
                      Practices Act of 1977, as amended, of the United States of
                      America and all applicable laws in effect in the
                      Territory. The Distributor will respond to inquiries from
                      Bioenvision regarding compliance with this Act.

               (c)    Bioenvision shall provide the Distributor with sample form
                      of promotional materials and educational materials
                      relating to the Product from time to time during the Term.

               (d)    Bioenvision shall obtain and maintain during the term of
                      this Agreement product liability insurance to cover all
                      its potential liabilities under this Agreement and in
                      connection with the manufacture and supply of the



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                                       15



                      Products to the Distributor, in an amount which shall
                      exceed [****] per incident and provide to the Distributor,
                      no later than thirty (30) days following the Effective
                      Date, a certificate of its current product liability
                      insurance policy(is) providing such coverage.

               (e)    Bioenvision represents and warrants that (i) it has the
                      authority and right to enter into and perform this
                      Agreement, (ii) no authorization, consent or approval of,
                      or any filing or registration with, any governmental
                      authority or regulatory body (other than as contemplated
                      by this Agreement) is required for the execution, delivery
                      and performance of this Agreement, (iii) the execution,
                      delivery and performance of this Agreement will not
                      conflict with the terms of any other agreement to which it
                      is or becomes a party or by which it is or becomes bound
                      and (iv) Bioenvision has sufficient right, title and
                      interest (through ownership, license grant or otherwise)
                      to the copy rights and trade secrets covering the
                      information in the Dossier and the patent rights listed on
                      Schedule C to grant the rights granted hereunder to
                      Distributor.

        Except as expressly set forth in Section 7.3(a), Bioenvision does not
make and shall not be liable to the Distributor for any warranty whatsoever,
express or implied, in respect of the Products, including without limitation any
warranties of fitness for a particular use or purpose. Subject to Bioenvision's
indemnification obligations under Section 12.1, Bioenvision's liability to the
Distributor for breach of the warranty set forth in Section 7.3(a) shall be
limited to replacement of nonconforming Product pursuant to Section 7.5(a).

        7.3A   Joint Obligations

               Each party shall use its best endeavors to separately execute a
GMP Agreement and Pharmacovigilance Agreement within sixty (60) days of the
Effective Date.

        7.4 Use of the Products In Clinical Studies. The Distributor shall not
use the Product, or knowingly provide the Product to any Third Party for use, in
any clinical study without the prior written consent of Bioenvision.

        7.5    Quality Assurance; Nonconforming Products.

               (a)    Failure to Meet Product Warranty. Any claim by the
                      Distributor that any batches of the Product when shipped
                      did not meet the warranty set out in Section 7.3(a) must
                      be made in writing to Bioenvision within (i) fifteen (15)
                      days of receipt of shipment by the Distributor at the
                      Distributor's Warehouse in the event such non-compliance
                      is or would have been discoverable by the Distributor when
                      or if the inspection and testing procedures called for
                      under the GMP Agreement and under Distributor's policies
                      and standard operating procedures as of the Effective Date
                      were conducted, and (ii) within fifteen (15) days of
                      discovery of any other non-



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                                       16



                      conformity. The Distributor shall have the right to cause
                      analytical testing on the Product by an independent
                      laboratory reasonably acceptable to Bioenvision for
                      purposes of determining conformity with the product
                      warranty and the findings of such laboratory shall be
                      binding on both parties. Any batches of the Product
                      failing to meet the product warranty set out in Section
                      7.3(a) shall be destroyed or returned by the Distributor
                      to Bioenvision at Bioenvision's option and expense and
                      Bioenvision shall replace as promptly as possible such
                      batches of the Product with Product meeting the product
                      warranty set out in Section 7.3(a). Except as described in
                      the preceding sentence, no shipment or portion of a
                      shipment of any quantity of the Product shall be returned
                      to Bioenvision for replacement without Bioenvision's prior
                      written consent.

               (b)    Specifications. The Distributor shall not be obligated
                      under any circumstances to accept delivery of the Product
                      unless the Product meets the Specifications.

9.      SUSPENSION OF DISTRIBUTION; RECALL

        9.1 Suspension of Distribution. If requested by Bioenvision as a result
of a problem with the quality or safety of the Products or otherwise, or if it
reasonably determines that in the interest of patient safety it is necessary to
do so, the Distributor will immediately suspend sales and distribution of the
Products.

        9.2 Product Recall. Bioenvision shall promptly notify the Distributor of
any recalls initiated by Bioenvision or required by any Regulatory Authorities
in respect of any Product in the Territory. Distributor shall promptly (but in
no event less than one working day prior to any recall) notify Bioenvision of
any recall it reasonably deems necessary in the Territory due to the Product not
meeting the Specification. Such recall shall be implemented and administered by
the Distributor in a manner that is appropriate and reasonable under the
circumstances and in conformity with any requests or orders of the applicable
Regulatory Authority or Bioenvision. Bioenvision will cooperate with the any
reasonable request from the Distributor in connection with any such recall.
Bioenvision shall be responsible for the mailing, shipping and reasonable
administrative expenses incurred by the Distributor in connection with such a
recall as well as the cost of replacement Products for the Distributor and its
customers; provided that the reason for the recall does not arise from (i) the
negligence or misconduct of, or a breach of this Agreement by, the Distributor
or any of its directors, officers, employees or agents or (ii) the failure of
the Distributor to comply with the procedures for the proper storage and
transportation of the Products. The Distributor shall cooperate in any such
recall by providing to Bioenvision the information in respect of sales of the
Products maintained by the Distributor pursuant to Section 9.3 hereof.

        9.3 Record Retention; Audit. The Distributor and its Affiliates shall
maintain for two (2) years after the termination or expiration of this Agreement
such information as shall reasonably be required to effect a recall of the
Products, and shall make such information



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                                       17



available to Bioenvision, if necessary, in the event of such a recall.
Furthermore, the Distributor and its Affiliates shall cooperate with Bioenvision
in investigating any product failure which results in the need for a recall.

10.     PROMOTION AND ADVERTISING

        10.1   Marketing Plan and Sales Reports.

               (a)    The Distributor, at its expense, shall submit a reasonably
                      detailed marketing plan (the "Marketing Plan") to
                      Bioenvision's Project Manager no later than sixty (60)
                      days prior to the beginning of June and January (the
                      latter plan to be an update of the June plan only) during
                      the Term, provided that the Distributor shall submit the
                      initial Marketing Plan (which shall provide the launch
                      plans for the Product) to Bioenvision's Project Manager
                      nine (9) months prior to the estimated launch date of the
                      Product (launch date being the date the Product is first
                      sold with both Registration and Reimbursement Approval).
                      As soon as the Distributor can reasonably establish said
                      launch date, the Distributor will so notify the Project
                      Manager. The Marketing Plan shall be designed to optimize
                      sales of the Product in the Territory. Distributor shall
                      give good faith consideration to implementing any comments
                      that Bioenvision timely provides with respect to such
                      plans.

               (b)    Not later than May 31, August 31, November 30 and February
                      28 of each year during the Term, the Distributor shall
                      submit to Bioenvision a marketing report for the preceding
                      calendar quarter ending March 31, June 30, September 30
                      and December 31, respectively (the "Sales Reports"). The
                      Sales Reports shall include the following information: (i)
                      number of Units of Product purchased by the Distributor
                      from Bioenvision, (ii) Units of Product Sold by the
                      Distributor and its Affiliates, (iii) the Gross Sales and
                      the Net Sales for such period (including an itemization of
                      all deductions from Gross Sales to determine such Net
                      Sales), and (iv) number and value of Units of Product
                      maintained in inventory at the Distributor and its
                      Affiliates on the last day of the calendar quarter
                      calculated on the basis of projected prices for Sales. In
                      addition, the Sales Reports shall contain such other
                      information in the Distributor's possession concerning the
                      Distributor's and its Affiliates' promotional and
                      marketing activities during the preceding quarter as may
                      be reasonably requested by Bioenvision.

        10.2 Advertising and Promotional Materials. All advertising and
promotional materials related to the Product shall be prepared by the
Distributor. Written and visual promotional or educational materials will
indicate, where required to do so by the Regulatory Authorities, that the
Product is sold under authorization from Bioenvision. As permitted by applicable
laws and regulations all documentary information, promotional material and oral



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                                       18



presentations (where practical) promoting the Product in the Territory shall
display the Trademarks in a manner that promotes the Product and each of the
parties in an appropriate manner and shall display the tradename and one or more
logos or trademarks of Distributor in an appropriate manner to identify it as
the Distributor of the Product. Bioenvision shall have the right to reproduce,
distribute and otherwise use outside the Territory during the Term, and inside
and outside the Territory after the Term, all Product-related advertising and
promotional materials prepared by the Distributor.

        Distributor shall have the right to reproduce, distribute and otherwise
use in the Territory during the Term, all Product-related advertising and
promotional materials prepared by Bioenvision outside the Territory.

        10.3 Training. Bioenvision will provide annual training sessions for
Distributor's sales personnel at either Bioenvision's or Distributor's facility,
as Distributor shall choose, and Distributor shall pay all expenses incurred by
Bioenvision in connection with such training sessions (other than salary and
benefits for personnel conducting such training sessions).

11.     TRADEMARKS

        11.1 Use of Trademarks. The Distributor acknowledges and agrees that the
Trademarks are the sole and exclusive property of Bioenvision and that nothing
herein shall be construed as transferring any right, title or interest of any
kind or nature whatsoever thereto to the Distributor. The Distributor further
agrees not to use any trademarks other than the Trademarks, or its corporate
trademark (being the words "MAYNE", "MAYNE PHARMA" and its red dot logo), in
connection with its distribution of the Products and not to register the
Trademarks for its own account or use a xxxx, name or logo which is confusingly
similar to the Trademarks to identify other Products manufactured, distributed
or sold by the Distributor. The Distributor shall have the exclusive and
royalty-free right and licence to use the Trademarks in the Territory; provided
however, that such use (i) shall be limited to the Term of this Agreement, (ii)
shall be solely in connection with the import, promotion, marketing, sale and
distribution of the Product for an Indication or any New Indication, if any, in
each case, in the Territory and (iii) shall be subject to the following
conditions:

               (a)    such use shall be in accordance with the shape, form and
                      color of the Trademarks as communicated or authorized by
                      Bioenvision;

               (b)    such use shall clearly indicate that the Trademarks are
                      owned and/or registered by Bioenvision, Inc., e.g., by
                      using the appropriate TM or (R) symbol and by stating that
                      the Trademarks are owned by Bioenvision or used under
                      licence from Bioenvision;

                (c)   all rights arising from the use of the Trademarks in the
                      Territory shall inure solely to Bioenvision's benefit, it
                      being understood that nothing contained herein shall give
                      the Distributor any right or interest in the Trademarks;



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               (d)    the Distributor shall notify Bioenvision promptly of any
                      infringement by Third Parties of which it becomes aware in
                      the Territory with regard to the Trademarks and give
                      Bioenvision all reasonable assistance; and

               (e)    the Distributor hereby waives any rights it may have with
                      respect to the Trademarks under the Trade Marks Act of
                      1995; provided however, that if Bioenvision fails to
                      enforce its rights in the Trademarks against a material
                      infringement in the Territory after receipt of notice of
                      same from Distributor, Distributor shall have the right to
                      enforce such rights and Bioenvision shall provide
                      reasonable support and cooperation in connection with such
                      enforcement action.

        11.2 Maintenance of Trademarks. Bioenvision shall seek and maintain the
registration of the Trademarks in the Territory throughout the Term of this
Agreement.

        11.3 Inactive or Abandoned Trademarks. Bioenvision shall have no
obligation to defend and maintain any Trademarks which it considers, in its sole
discretion, inactive and/or abandoned. Bioenvision, to the extent reasonably
practicable, shall consult with the Distributor concerning any Trademark which
Bioenvision considers to be inactive or abandoned prior to taking action to
abandon such Trademark.

12.     INDEMNIFICATION

        12.1 Indemnification by Bioenvision. Bioenvision shall indemnify the
Distributor, its Affiliates, and their respective directors, officers, employees
and agents from and against all liabilities, penalties, costs, losses, damages
and expenses (including reasonable attorney fees and expenses) ("Liabilities")
to the extent incurred and arising out of or resulting of (i) the breach of this
Agreement by Bioenvision, including [****] The provisions of this Section 12.1
shall survive [****].

        12.2 Indemnification by Distributor. The Distributor shall indemnify
Bioenvision, its Affiliates, and their respective directors, officers, employees
and agents, from and against all liabilities, penalties, costs, losses, damages
and expenses (including reasonable attorneys fees and expenses) to the extent
incurred and arising out of [****]. The provisions of this Section 12.2 shall
survive [****].

        12.3 Defense of Claim. Each party hereto agrees to give the other
parties (i) prompt written notice of the institution of any claims asserted or
made, including any claims asserted or made by any governmental authority having
jurisdiction, for which the other parties might be liable under the foregoing
indemnification obligations, or for which the notifying party will be liable
under the foregoing indemnification obligations (such as a patent or trademark
claim against Bioenvision); (ii) to the extent the other party is so obligated,
the opportunity to defend, negotiate and settle such claims; and (iii)
reasonable assistance in the defense of such claims.



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                                       20



        12.3A Notification of Claims outside the Territory. Bioenvision will
promptly notify the Distributor of any claim asserted or made outside the
Territory in relation to the Product, that may reasonably be anticipated to
affect supply of the Product to the Territory.

        12.4 Settlements. The indemnifying party may not settle a claim or
action covered by this Article 12 without the consent of the indemnified party,
if such settlement would impose any monetary obligation on the indemnified party
or require the indemnified party to submit to an injunction, make an admission
of liability, or assume an obligation. Any payment made by an indemnifying party
to settle any such claim or action shall be at its own cost and expense.

        12.5 Limitation of Liability. With respect to any claim by one party
against the other arising out of the performance or failure of performance of
the other party under this Agreement, the parties expressly agree that the
liability of such party to the other party for such breach shall be limited
under this Agreement or otherwise at law or equity to direct damages, lost
profits directly related to the Products, attorney's fees and the like, and in
no event shall a party be liable to the other party for indirect, incidental,
special or consequential damages, including without limitation, lost profits not
related to the Products. Anything herein to the contrary notwithstanding,
neither Party intends to limit or exclude any liability or warranty that cannot
be limited or excluded under applicable laws.

13.     CONFIDENTIALITY

        13.1 Each party agrees and shall undertake to keep confidential, and not
to use except as expressly provided hereunder, the confidential information of
the other Party disclosed hereunder , including without limitation, information
concerning the manufacture, development, testing and marketing of the Product,
shall refrain from disclosing it to any Third Party unless compelled to disclose
by judicial or administrative process or, in the opinion of such party's
counsel, by the requirements of law, and except by the Distributor as required
to carry out its rights or obligations hereunder. [****] Notwithstanding the
foregoing, the parties shall issue a joint press release disclosing the
existence and general nature of this Agreement, the text of which first shall
have been reviewed and approved by each party, provided further that such press
release shall not disclose any proprietary information of the either party. The
provisions of this Section 13.1 shall survive the termination or expiration of
this Agreement.

14.     TERM AND TERMINATION

        14.1 Term. This Agreement shall become effective on the Effective Date
and, unless terminated earlier in accordance with this Agreement, shall continue
in effect for the Initial Term. The term shall automatically be renewed for
successive two (2) year periods ("Extension Terms"), unless one party elects to
terminate this Agreement upon expiration of the then existing term by giving
notice to the other party in writing at least six (6) months prior to the
expiration of the then existing term.



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        14.2 Termination by Bioenvision. Bioenvision, in its sole discretion,
may, upon ninety (90) days written notice to the Distributor, terminate this
Agreement in the event that [****].

        14.3 Termination by the Distributor. The Distributor may terminate this
Agreement upon ninety (90) days written notice to Bioenvision in the event
[****].

        14.4 Termination by Either Party. If one of the following events shall
occur

               (a)    the parties shall have mutually agreed in writing to
                      terminate this Agreement;

               (b)    an Act of Insolvency of either Bioenvision or the
                      Distributor shall have occurred;

               (c)    an Event of Default (other than one described in Section
                      14.2) has occurred and such Event of Default has not been
                      remedied by the defaulting party within thirty (30) days
                      of receipt of a written notice by the non-defaulting
                      party; or

               (d)    either party has ceased to conduct business.

then, upon such mutual agreement or upon the giving of notice in writing by (A)
the nondefaulting party in the event of an Event of Default, (B) the
non-insolvent party in the event of an Act of Insolvency, or (C) the
non-business impaired party in the circumstances described in the foregoing
Section 14.4(d), this Agreement shall terminate upon the expiration of thirty
(30) days from the date thereof or such earlier date as the parties may mutually
agree in writing. Anything herein to the contrary notwithstanding, during this
period, it will be at the sole discretion of Bioenvision as to whether it shall
provide Products to the Distributor.

        14.5   Rights and Obligations Upon Termination.

               (a)    Upon the termination of this Agreement for any reason, at
                      the option of Bioenvision (subject to what may be legally
                      permissible) and upon receipt of Bioenvision's written
                      instructions, the Distributor shall either (i) continue to
                      distribute the Products then in its possession, in which
                      case the provisions of this Agreement shall fully apply to
                      such distribution of the Products unless otherwise
                      notified by Bioenvision to the Distributor, (ii) deliver
                      to Bioenvision, or to such other persons as may be
                      specified by Bioenvision, at the Distributor's Warehouse
                      and in accordance with Bioenvision's written instructions,
                      all the Product in the Distributor's possession, or (iii)
                      destroy all Product then in the Distributor's possession
                      (any such destruction to be accomplished in conformity
                      with all applicable laws and regulations). Unless
                      otherwise agreed between the Parties, the option set out
                      in Section 14.5(a)(i) above will automatically apply for
                      the first six (6) months following termination unless such
                      termination resulted



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                                       22



                      from an Event of Default of the Distributor.
                      Notwithstanding the foregoing, the Parties agree to
                      reasonably cooperate with each other to limit their
                      respective liability to third parties in connection with
                      such a termination, to ensure a continuity of supply of
                      Product to the Territory during any transition or to
                      conduct any market withdrawal in a commercially reasonable
                      manner. In the cases where the Product is returned or
                      destroyed in accordance with Bioenvision's instructions,
                      Bioenvision shall pay to the Distributor the following sum
                      of monies within thirty (30) days following receipt by
                      Bioenvision of the Products or notice of their
                      destruction: [****].

               (b)    Following termination of this Agreement for any reason and
                      disposal by the Distributor of all Product in its
                      possession, at Bioenvision's option and cost and in
                      accordance with Bioenvision's written instructions, the
                      Distributor shall either deliver to Bioenvision or
                      Bioenvision's designee at the address indicated by
                      Bioenvision, or destroy, all display, point-of-sale,
                      advertising and promotional materials then in the
                      Distributor's possession bearing the Trademarks or other
                      indicia of origin or quality, pertaining to the Products.
                      The Distributor shall also promptly remove all signs,
                      advertising, and similar materials bearing the Trademarks
                      and other indicia of origin or quality of the Products
                      from the Distributor's buildings, stationery and other
                      property and advertising.

               (c)    Following termination of this Agreement for any reason and
                      disposal by the Distributor of all Product in its
                      possession and to the extent legally permissible, the
                      Distributor shall deliver to Bioenvision an accurate and
                      complete copy (including without limitation address and
                      telephone number, contact name and purchase history) of
                      the Distributor's list of hospital and clinical customers
                      for the Products.

               (d)    The termination for any reason whatsoever of this
                      Agreement shall not release the Distributor from the
                      obligation to pay any sums then owing to Bioenvision or
                      from the obligation to perform any other duty or to
                      discharge any other liability that the Distributor has
                      incurred prior thereto, and shall not release Bioenvision
                      for the obligation to pay any sums then owing to the
                      Distributor or from the obligation to perform any other
                      duty or to discharge any other liability that Bioenvision
                      has incurred prior thereto. Except as otherwise
                      specifically set forth in Section 14.5(f) or elsewhere in
                      this Agreement, Bioenvision shall not, by reason of the
                      expiration or termination of this Agreement for any reason
                      whatsoever, be liable to the Distributor for compensation
                      or damage on account of loss of present or prospective
                      profits on sales or anticipated sales, or expenditures,
                      investments or commitments made in connection



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                                       23



                      therewith or in connection with the establishment,
                      development or maintenance of the Distributor's business
                      or goodwill.

               (e)    Upon termination for any reason whatsoever, Bioenvision or
                      its new distributor shall be entitled to market and sell
                      Product to the Distributor's customers in the Territory.

15.     MISCELLANEOUS

        15.1 Entire Agreement. This Agreement, together with the Schedules
hereto, sets forth the entire agreement and understanding between the parties as
to the subject matter hereof. Except as otherwise provided expressly herein, no
modification, amendment or supplement to this Agreement or to such Schedules
shall be effective for any purpose unless in writing and signed by the parties
hereto.

        15.2 Binding Effect; Assignments. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor the rights granted
or obligations assumed hereunder shall be assigned or otherwise transferred by
either party without the prior written consent of the other party; provided
however, that either party may assign this Agreement without the consent of the
other party to any of its Affiliates. An assignment by a party to any of its
Affiliates shall, in no event, release such party of any of its obligations
hereunder.

        15.3 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of [****] and, to the extent it may be applicable,
the parties intend that the [****] shall not apply. Each party submits to the
non-exclusive jurisdiction of the courts of the United Kingdom in relation to
any suit arising out of or based upon this Agreement.

        15.4 No Waiver; Remedies. No failure on the part of either party hereto
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other future exercise thereof or the exercise of any other right.
The remedies herein are cumulative and not exclusive of any remedies provided by
law.

        15.5 No Warranties, Liability. Except as expressly set forth in this
Agreement, NEITHER PARTY MAKES ANY REPRESENTATIONS AND EXTENDS NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED.

        EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR OTHERWISE, NEITHER
PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR COST
OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.



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                                       24



        15.6 Force Majeure. Any violation of this Agreement resulting from an
event beyond the reasonable control of the party affected thereby, such as
fires, flood, earthquakes, accidents, explosions, sabotage, strikes, or other
labor disturbances (regardless of the reasonableness of the demands of labor),
civil commotions, riots, invasions, wars, acts, restraints, requisitions,
regulations, or directions of governmental authorities, shortages of labor,
fuel, power, or raw material, inability to obtain equipment or supplies,
inability to obtain or delays in transportation, acts of God, peril of the sea,
or any other cause beyond the reasonable control of the party affected thereby,
shall not be considered a breach of this Agreement, provided that the party
affected thereby uses its commercially reasonable efforts to promptly remedy the
situation. In the event any violation of this Agreement as a result of a case of
force majeure continues for more than two months, the party not affected thereby
shall have the right to terminate this Agreement with immediate effect by
written notice sent to the other party.

        15.7 Notices. All notices, reports and communications permitted or
required by this Agreement shall be in writing, shall be in English and shall be
deemed given when delivered personally or transmitted by facsimile (and
telephonically confirmed), four business days after being mailed by registered
or certified mail with postage prepaid and returned receipt requested, or when
received, if sent by commercial overnight courier with fees prepaid (if
available; otherwise, by the next best class of service available), to the
parties at the following addresses:

                (a)   To Bioenvision        Bioenvision, Inc.

                                            000 Xxxx Xxxxxx, 00xx Xxxxx
                                            Xxx Xxxx, XX 00000
                                            Xxxxxx Xxxxxx of America
                                            Attention:  General Counsel
                                            Telephone: x0-000-000-0000

                      With a copy to:       Xxxxxxx Procter

                                            Exchange Place
                                            00 Xxxxx Xxxxxx
                                            Xxxxxx, XX 00000
                                            Xxxxxx Xxxxxx of America
                                            Attention:  Xxxxxxxxxxx Xxxx, Esq.
                                            Telephone: x0-000-000-0000

               (b)    To Distributor:       Mayne Pharma Limited

                                            Xxxxx 00, 000 Xx. Xxxxx Xxxx
                                            Xxxxxxxxx Xxxxxxxx 0000
                                            Xxxxxxxxx
                                            Attention: Company Secretary
                                            Telephone : x00-0-0000-0000



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                                       25



        15.8 Severability. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without invalidating the
remaining provisions hereof, to the extent that the purpose of this Agreement is
not materially altered, or affecting the validity or enforceability of such
provision in any other jurisdiction.

        15.9 Relationship of Parties. The Distributor shall act as an
independent contractor which purchases the Products and resells them for its
account. Nothing in this Agreement shall constitute or be deemed to constitute
either party as the legal representative or agent of the other, nor shall either
party have the right or authority to assume, create, or incur any liability or
any obligation of any kind, expressed or implied, in the name or on behalf of
the other party.

        15.11  Dispute Resolution.

               (a)    Any matter that cannot be resolved amicably by the Project
                      Managers, and any other dispute, controversy or claim
                      arising out of or relating to this Agreement, or the
                      entering into, breach, termination, or invalidity of this
                      Agreement, shall be submitted in the first instance to the
                      Chief Executive Officer of Bioenvision and the regional
                      President of the Distributor.

               (b)    If the matter or dispute cannot be resolved by the
                      individuals designated in Section 15.11(a) within sixty
                      days after such submission, it shall be settled by
                      arbitration as provided herein. The number of arbitrators
                      shall be three, one of whom is selected by the
                      Distributor, one of whom is selected by Bioenvision and
                      one of whom is selected by Bioenvision and the Distributor
                      (or by the other two arbitrators if the parties cannot
                      agree within thirty (30) days of selecting the other two
                      arbitrators). The arbitration proceeding shall be
                      conducted in the English language. [****] unless the
                      parties agree in writing to conduct the arbitration in
                      another location and under different arbitration rules.

               (c)    The arbitration decision shall be binding upon the
                      parties. The decision of the arbitrators shall be
                      executory, and the prevailing party may enter such
                      decision in any court having competent jurisdiction. Each
                      party shall have the right to institute judicial
                      proceedings against the other party or anyone acting by,
                      through or under such other party (including the right to
                      seek and to obtain injunctive relief) solely to enforce
                      the instituting party's arbitration rights or the decision
                      of the arbitrators.

               (d)    Nothing in this Agreement shall be deemed as preventing
                      either Party from seeking injunctive relief (or other
                      provisional remedy) from any court having jurisdiction
                      over the Parties and the subject matter of the dispute as
                      necessary to protect either Party's interests.



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                                       26



        15.12 No Other Rights. Except as expressly set forth herein, no rights
or licenses to intellectual property rights are granted herein, whether by
implication or otherwise.

        15.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same agreement.

        15.14 Interpretation. By executing this Agreement both parties
acknowledge and accept that the final draft of this Agreement was reached by
negotiation and initial consent and the Agreement shall be deemed drafted by
both parties and shall not be interpreted against any one party.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officer, as of the date first above written.

  BIOENVISION, INC.                        MAYNE PHARMA LIMITED

                                                         /s/ Xxxxxxxxx
                      /s/ Xxxxx X.                          Xxxxxxxxxxxx
  By:                    Luci              By:              Kiriacoulacos
                    -------------------                -------------------------
                      Print                              Print Name:
                      Name:
                      Xxxxx X.                           Xxxxxxxxx
                      Xxxx                               Xxxxxxxxxxxx
                                                         Xxxxxxxxxxxxx

                      Title: CFO                         Title:
                         and
                         General                         General
                         Counsel                         Counsel and
                                                         Company
                                                         Secretary

                      /s/ Xxxxxxx                        /s/ Xxxxxxxx
  Witness:               Xxxxxx            Witness          Xxxxxx
                    -------------------                -------------------------
                      Print                              Print Name:
                      Name:
                      Xxxxxxx                            Xxxxxxxx
                      Xxxxxx                             Xxxxxx

                      Date:                              Date:

                      3/31/06                            3/24/06



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                                       27



                                   SCHEDULE A



                                 SPECIFICATIONS




[****]




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                                       28



                                   SCHEDULE B

                 TRADEMARKS. SERVICEMARKS, TRADE NAMES AND LOGOS


[****]




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                                       29



                                   SCHEDULE C



                          INTELLECTUAL PROPERTY RIGHTS



        [****]





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                                       30