CO-DEVELOPMENT AGREEMENT



                                     BETWEEN



                                   BIOENVISION



                                       AND



                                  ILEX ONCOLOGY





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                                TABLE OF CONTENTS





CO-DEVELOPMENT AGREEMENT ...............................................  1



WITNESSETH .............................................................  1



1.   DEFINITIONS .......................................................  1



2.   CO-DEVELOPMENT PROGRAM ............................................  3



3.   CO-DEVELOPMENT FUNDING ............................................  6



4.   INCOME AND ROYALTY PAYMENTS .......................................  9



5.   SRI MILESTONE PAYMENTS ............................................ 11



6.   MARKETING ......................................................... 12



7.   SUBLICENSING ...................................................... 13



8.   PAYMENTS AND REPORTS .............................................. 14



9.   RECORDS ........................................................... 15



10.  MANUFACTURE ....................................................... 16



11.  OWNERSHIP OF THE TECHNOLOGY, TECHNICAL ............................ 16

     INFORMATION AND IMPROVEMENTS



12.  PATENT PROSECUTION ................................................ 17



13.  INFRINGEMENT BY THIRD PARTY ....................................... 17



14.  REVOCATION PROCEEDINGS ............................................ 18



15.  INFRINGEMENT OF THIRD PARTY RIGHTS ................................ 19



16.  REPRESENTATIONS ................................................... 19



17.  DISCLAIMER ........................................................ 21



18.  INDEMNIFICATION ................................................... 21



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 19.  INSURANCE ......................................................... 23



 20.  TERM AND TERMINATION .............................................. 23



 21.  CONFIDENTIALITY; PUBLICATION; PUBLICITY ........................... 26



 22.  DISPUTE RESOLUTION ................................................ 28



 23.  ASSIGNABILITY ..................................................... 30



 24.  REFORM ............................................................ 30



 25.  WAIVER AND ALTERATION ............................................. 30



 26.  MARKING ........................................................... 31



 27.  IMPLEMENTATION .................................................... 31



 28.  GOVERNING LAW ..................................................... 31



 29.  EXPORTATION OF TECHNICAL INFORMATION .............................. 31



 30.  HEADINGS .......................................................... 31



 31.  PARTIES INDEPENDENT ............................................... 32



 32.  COUNTERPARTS ...................................................... 32



 33.  FORCE MAJEURE ..................................................... 32



 34.  SURVIVAL OF OBLIGATIONS ........................................... 32



 35.  NOTICE ............................................................ 33



      APPENDIX I - PATENTS AND PATENT APPLICATIONS ...................... 35



      APPENDIX II- CO-DEVELOPMENT AGREEMENT ............................. 36

      BETWEEN BIOENVISION AND SRI



      APPENDIX III - SLOAN-KETTERING INSTITUTE FOR

      CANCER RESEARCH AGREEMENT



                                                                              ii

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                            CO-DEVELOPMENT AGREEMENT



THIS AGREEMENT (the "Agreement") is entered into and effective this 12th day of

March, 2001, by and between Bioenvision, Inc. having its principal place of

business at One Rockefeller Plaza, New York, NY 10020, herein called

"Bioenvision", and Ilex Oncology, Inc. having its principal place of business at

4545 Horizon Hill Blvd, San Antonio, Texas 78229-2263, herein called "Ilex".



                                   WITNESSETH



WHEREAS, Bioenvision has commercial rights that were licensed from Southern

research Institute ("SRI") relating to the development and uses of a

2'-fluoro-2-halo substituted purine nucleoside, herein referred to as

"Clofarabine", which has been shown to be effective in vitro and in vivo against

hematologic malignancies; and



WHEREAS, Bioenvision recognizes that Ilex has expertise in the development of

new drugs for clinical use, and



WHEREAS, Bioenvision recognizes that the development program for Clofarabine

will be expedited by the expertise of Ilex, and



WHEREAS, Bioenvision has expertise and strategic relationships which may

facilitate the development and marketing of Clofarabine outside of the United

States and Canada;



NOW THEREFORE, in consideration of the mutual agreements and covenants herein

contained and intending to be legally bound thereby, the parties agree as

follows:



                                 1. DEFINITIONS



As used herein the following terms shall have the meanings set forth below:





1.1      Affiliate means any corporation, firm, partnership or other entity that

         controls, is controlled by, or is under common control with a party

         hereto. For purposes of this Agreement, "control" means the ownership,

         whether direct or indirect, of fifty (50%) percent or more of the

         equity having the power to vote or otherwise direct the affairs of the

         entity.



1.2      Bioenvision means Bioenvision, Inc. and joint ventures, subsidiaries,

         or other business entities controlled directly or indirectly by

         Bioenvision or in which Bioenvision owns at least a majority interest.



1.3      Clofarabine means 2-ch1oro-9-(2-deoxy-2-fluoro-[Beta]-D-

         arabinofuranosyl)-9H-purin-6-amine.





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1.4      Co-Development Program means the joint clinical development of the

         Technology by Bioenvision and Ilex.



1.5      Confidential Information has the meaning set forth in Article 21.1.



1.6      Damages has the meaning set forth in Article 18.1.



1.7      Field means, and is limited to, the practice of the Patent, Invention

         and Technical Information for use in the treatment of human cancer. For

         purposes of this Agreement, "cancer" shall mean any malignant tumor

         arising from or situated in either the hematological cell lines or

         solid organs or tissues within the human body. The cancer may be

         primary or secondary in origin."



1.8      Ilex means Ilex Oncology, Inc. and joint ventures, subsidiaries, or

         other business entities controlled directly or indirectly by Ilex or in

         which Ilex owns at least a majority interest.



1.9      Improvement or Improvements means those unencumbered technology

         advances in the formulation, manufacture or structure of Clofarabine or

         any Product made by or on behalf of Management during the term of this

         Agreement that are either within the scope of and would constitute an

         infringement of the Patent claims or use Technical Information and are

         within the Field.



1.10     Indemnified Party has the meaning set forth in Article 18.3.



1.11     Indemnifying Party has the meaning set forth in Article 18.3.



1.12     Invention or Inventions means (i) applications of the Technology or

         (ii) applications necessary for use of the Technology and claimed in

         any Patent, solely in the Field.



1.13     Management means the team established pursuant to Section 2.2, which

         shall be responsible for co-ordination and supervision of the

         Co-Development Program.



1.14     Net Sales Revenue means the gross amount recognized by a party or its

         Affiliates or sublicensees for the sale of Clofarabine or other

         Product(s) through normal distribution channels (as determined by

         generally accepted accounting principles and industry practices), less

         any deductions for value added taxes incurred, and not recovered by

         such party or the equivalent, or trade discounts, or returns, or such

         deductions that may be made from the sale price in the Territory.



1.15     Patent or Patents means the patents and/or patent applications, set

         forth in Appendix I, covering the Invention or Improvement as defined

         above, patents to be issued pursuant thereto, and all divisionals,

         continuations, continuations-in-part, reissues, substitutions, and

         extensions thereof, and any patent issuing on a patent application

         filed after the Effective Date of this Agreement which is included in

         the grant of license hereunder and any foreign counterparts of the

         foregoing. Appendix I lists the owner of each such Patent.





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1.16     Product(s) means Clofarabine . which was licensed by Bioenvision from

         SRI and as set out in the SRI Agreement (as hereinafter defined), and

         includes other related purine nucleosides within the scope of the

         patent rights licensed in the aforementioned license.



1.17     Providing Party has the meaning set forth in Article 21.1.



1.18     Representatives has the meaning set forth in Article 21.1.



1.19     Technical Information means unencumbered published or unpublished

         confidential and proprietary information in the nature of research and

         development information, knowledge and technical data, together with

         trade secrets relating to the Products, including any inventions in the

         possession of and belonging solely to Ilex or Bioenvision on or prior

         to the Effective Date of this Agreement and which Ilex or Bioenvision,

         acting in good faith, believe to be useful in carrying out the

         co-development program, including that which comes into the possession

         of Ilex or Bioenvision during the term of this Agreement as a result of

         activities carried out under this Agreement.



1.20     Technology means the patented and unpatented, patentable and

         unpatentable proprietary Technical Information related to the Products

         for use in the Field which is owned or possessed by Bioenvision with

         rights to sublicense and is made available to Ilex pursuant to this

         Agreement.



1.21     Territory means worldwide, with the exception of Japan and Southeast

         Asia (as defined in the Agreement between SRI and Bioenvision -

         Appendix II).



1.22     SRI Agreement means, collectively, the Co-Development Agreement between

         Bioenvision and SRI dated August 31, 1998 (Appendix II to this

         Agreement) and the accompanying inter-institutional agreement between

         SRI and Sloan-Kettering Institute for Cancer Research ("MSK") (Appendix

         III to this Agreement), in each case, as amended (if amended).





                            2. CO-DEVELOPMENT PROGRAM



2.1      The parties to this Agreement hereby agree to jointly co-develop

         Clofarabine for commercialization according to the terms of this

         Agreement. This Agreement supersedes all other written or verbal

         agreements, express or implied, between Ilex and Bioenvision relating

         to the subject matter hereof. Ilex shall be responsible for conducting

         all clinical trials and the filing and prosecution of all applications

         with applicable USA and Canadian regulatory authorities and all

         regulatory filings in the USA and Canada shall be in the name of Ilex.

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