<PAGE>
                                                                  Exhibits 10.7


                               PURCHASE AGREEMENT


                  THIS AGREEMENT is made as of July __, 2000, by and among
Matrix Pharmaceutical, Inc. (the "Company"), a corporation organized under the
laws of the State of Delaware, with its principal offices at 34700 Campus Drive,
Fremont, California 94555, and the purchaser whose name and address is set forth
on the signature page hereof (the "Purchaser").

                  IN CONSIDERATION of the mutual covenants contained in this
Agreement, the Company and the Purchaser agree as follows:

                  SECTION 1. AUTHORIZATION OF SALE OF THE SHARES. Subject to the
terms and conditions of this Agreement, the Company has authorized the sale of
up to 2,500,000 shares (the "Shares") of common stock, par value $0.01 per share
(the "Common Stock"), of the Company.

                  SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SHARES. At the
Closing (as defined in Section 3), the Company will sell to the Purchaser, and
the Purchaser will buy from the Company, upon the terms and conditions
hereinafter set forth, the number of Shares (at the purchase price) shown below:

<TABLE>
<CAPTION>
                                  Price Per
       Number to Be                Share In                Aggregate
        Purchased                  Dollars                   Price
       ------------               ---------                ---------
<S>                               <C>                      <C>


</TABLE>

                  The Company proposes to enter into this same form of purchase
agreement with certain other investors (the "Other Purchasers") and expects to
complete sales of the Shares to them. The Purchaser and the Other Purchasers are
hereinafter sometimes collectively referred to as the "Purchasers," and this
Agreement and the agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the "Agreements." The term "Placement
Agent" shall mean Banc of America Securities LLC.

                  SECTION 3. DELIVERY OF THE SHARES AT THE CLOSING. The
completion of the purchase and sale of the Shares (the "Closing") shall occur as
soon as practicable and as agreed by the parties hereto following notification
by the Securities and Exchange Commission (the "Commission") to the Company of
the Commission's willingness to declare effective the registration statement to
be filed by the Company pursuant to Section 7.1 hereof (the "Registration
Statement") at a place and time (the "Closing Date") to be agreed upon by the
Company and the Placement Agent. In the absence of any such agreement, the
Closing shall take place at the offices of Stroock & Stroock & Lavan LLP,
counsel to the Placement Agent, in New York, New York at 12:00 p.m. local time
on the third business day after the Company delivers



<PAGE>

written notice to the Placement Agent of receipt of such notification from
the Commission. The Company will promptly notify the Purchasers by facsimile
transmission or otherwise of the date, place and time of the Closing.

                  At the Closing, the Company shall deliver to the Purchaser one
or more stock certificates registered in the name of the Purchaser, or in such
nominee name(s) as designated by the Purchaser in writing, representing the
number of Shares set forth in Section 2 above and bearing an appropriate legend
referring to the fact that the Shares were sold in reliance upon the exemption
from registration under the Securities Act of 1933, as amended (the "Securities
Act") provided by Section 4(2) thereof and Rule 506 thereunder. The Company will
promptly substitute one or more replacement certificates without the legend at
such time as the Registration Statement becomes effective. The name(s) in which
the stock certificates are to be registered are set forth in the Stock
Certificate Questionnaire attached hereto as part of Appendix I. The Company's
obligation to complete the purchase and sale of the Shares and deliver such
stock certificate(s) to the Purchaser at the Closing shall be subject to the
following conditions, any one or more of which may be waived by the Company: (a)
receipt by the Company of same-day funds in the full amount of the purchase
price for the Shares being purchased hereunder; (b) completion of the purchases
and sales under the Agreements with all of the Other Purchasers; and (c) the
accuracy of the representations and warranties made by the Purchasers and the
fulfillment of those undertakings of the Purchasers to be fulfilled prior to the
Closing. The Purchaser's obligation to accept delivery of such stock
certificate(s) and to pay for the Shares evidenced thereby shall be subject to
the following conditions: (a) the Commission has notified the Company of the
Commission's willingness to declare the Registration Statement effective on or
prior to the 60th day after the date such Registration Statement was filed by
the Company; and (b) the accuracy in all material respects of the
representations and warranties made by the Company herein and the fulfillment in
all material respects of those undertakings of the Company to be fulfilled prior
to Closing. The Purchaser's obligations hereunder are expressly not conditioned
on the purchase by any or all of the Other Purchasers of the Shares that they
have agreed to purchase from the Company.

                  SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY.  The Company hereby represents and warrants to, and covenants with,
the Purchaser as follows:

                  4.1. ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and the Company is qualified to do business
as a foreign corporation in each jurisdiction in which qualification is
required, except where failure to so qualify would not have a Material Adverse
Effect (as defined herein) on the Company. The Company has one subsidiary,
Matrix Pharmaceutical, Ltd., a corporation organized under the laws of the
United Kingdom (the "Subsidiary"). The Subsidiary (i) carries on no material
business activities, (ii) owns no material assets and (iii) is not a
"significant subsidiary" as defined in Regulation S-X, codified at Title 17,
Part 210 of the Code of Federal Regulations.


                                      -2-
<PAGE>

                  4.2. AUTHORIZED CAPITAL STOCK. Except as disclosed in or
contemplated by the Confidential Private Placement Memorandum dated July 11,
2000 prepared by the Company, including all Exhibits (except Exhibit G),
supplements and amendments thereto (the "Private Placement Memorandum"), the
Company had authorized and outstanding capital stock as set forth under the
heading "Capitalization" in the Private Placement Memorandum as of the date set
forth therein; the issued and outstanding shares of the Company's Common Stock
have been duly authorized and validly issued, are fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, were
not issued in violation of or subject to any preemptive rights or other rights
to subscribe for or purchase securities, and conform in all material respects to
the description thereof contained in the Private Placement Memorandum. Except as
disclosed in or contemplated by the Private Placement Memorandum, the Company
does not have outstanding any options to purchase, or any preemptive rights or
other rights to subscribe for or to purchase, any securities or obligations
convertible into, or any contracts or commitments to issue or sell, shares of
its capital stock. The description of the Company's stock, stock bonus and other
stock plans or arrangements and the options or other rights granted and
exercised thereunder, set forth in the Private Placement Memorandum accurately
and fairly presents the information required to be shown with respect to such
plans, arrangements, options and rights.

                  4.3. ISSUANCE, SALE AND DELIVERY OF THE SHARES. The Shares
have been duly authorized and, when issued, delivered and paid for in the manner
set forth in this Agreement, will be duly authorized, validly issued, fully paid
and nonassessable, and will conform in all material respects to the description
thereof set forth in the Private Placement Memorandum. No preemptive rights or
other rights to subscribe for or purchase exist with respect to the issuance and
sale of the Shares by the Company pursuant to this Agreement. No stockholder of
the Company has any right (which has not been waived or has not expired by
reason of lapse of time following notification of the Company's intent to file
the Registration Statement) to require the Company to register the sale of any
shares owned by such stockholder under the Securities Act in the Registration
Statement. No further approval or authority of the stockholders or the Board of
Directors of the Company will be required for the issuance and sale of the
Shares to be sold by the Company as contemplated herein.

                  4.4. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE
AGREEMENTS. The Company has full legal right, corporate power and authority to
enter into the Agreements and perform the transactions contemplated hereby. The
Agreements have been duly authorized, executed and delivered by the Company. The
making and performance of the Agreements by the Company and the consummation of
the transactions herein contemplated will not violate any provision of the
organizational documents of the Company and will not result in the creation of
any lien, charge, security interest or encumbrance upon any assets of the
Company pursuant to the terms or provisions of, or will not conflict with,
result in the breach or violation of, or constitute, either by itself or upon
notice or the passage of time or both, a default under any agreement, mortgage,
deed of trust, lease, franchise, license, indenture, permit or other instrument
to which the Company is a party or by which the Company or its properties may be
bound or affected and in each case which would have a material adverse effect on
the condition


                                      -3-
<PAGE>

(financial or otherwise), properties, business, prospects or results of
operations of the Company (a "Material Adverse Effect") or, to the Company's
knowledge, any statute or any authorization, judgment, decree, order, rule or
regulation of any court or any regulatory body, administrative agency or
other governmental body applicable to the Company or its properties. No
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body is required for the
execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement, except for compliance with the
Blue Sky laws and federal securities laws applicable to the offering of the
Shares. Upon their execution and delivery, and assuming the valid execution
thereof by the respective Purchasers, the Agreements will constitute valid
and binding obligations of the Company, enforceable in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law) and except as the indemnification agreements of the Company in Section
7.3 hereof may be legally unenforceable.

                  4.5. ACCOUNTANTS. Ernst & Young LLP have expressed their
opinion with respect to the consolidated financial statements to be incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 into the Registration Statement and the Prospectus which
forms a part thereof, are independent accountants as required by the Securities
Act and the rules and regulations promulgated thereunder (the "Rules and
Regulations").

                  4.6. NO DEFAULTS. Except as to defaults, violations and
breaches which individually or in the aggregate would not be material to the
Company, the Company is not in violation or default of any provision of its
certificate of incorporation or bylaws, or other organizational documents, or in
breach of or default with respect to any provision of any agreement, judgment,
decree, order, mortgage, deed of trust, lease, franchise, license, indenture,
permit or other instrument to which it is a party or by which it or any of its
properties are bound; and there does not exist any state of fact which, with
notice or lapse of time or both, would constitute an event of default on the
part of the Company as defined in such documents, except such defaults which
individually or in the aggregate would not be material to the Company.

                  4.7. CONTRACTS. The contracts described in the Private
Placement Memorandum as being in effect on the date hereof that are material to
the Company, are in full force and effect on the date hereof; and the Company is
not, nor to the Company's knowledge is any other party, in breach of or default
under any of such contracts which would have a Material Adverse Effect.

                  4.8. NO ACTIONS. There are no legal or governmental actions,
suits or proceedings pending or, to the Company's knowledge, threatened to which
the Company is or may be a part or of which property owned or leased by the
Company is or may be the subject, or related to environmental or discrimination
matters, which actions, suits or proceedings, individually or in the aggregate,
might prevent or might reasonably be expected to materially and adversely affect


                                      -4-
<PAGE>


the transactions contemplated by this Agreement or result in a material
adverse change in the condition (financial or otherwise), properties,
business, prospects or results of operations of the Company (a "Material
Adverse Change"); and no labor disturbance by the employees of the Company
exists or, to the Company's knowledge, is imminent which might reasonably be
expected to have a Material Adverse Effect. The Company is not a party to or
subject to the provisions of any material injunction, judgment, decree or
order of any court, regulatory body administrative agency or other
governmental body.

                  4.9. PROPERTIES. The Company has good and marketable title to
all the properties and assets reflected as owned by it in the consolidated
financial statements included in the Private Placement Memorandum, subject to no
lien, mortgage, pledge, charge or encumbrance of any kind except (i) those, if
any, reflected in such consolidated financial statements (including the notes
thereto), or (ii) those which are not material in amount and do not adversely
affect the use made and proposed to be made of such property by the Company. The
Company holds its leased properties under valid and binding leases, with such
exceptions as are not materially significant in relation to its business. Except
as disclosed in the Private Placement Memorandum, the Company owns or leases all
such properties as are necessary to its operations as now conducted.

                  4.10. NO MATERIAL CHANGE. Since March 31, 2000 and except as
specifically contemplated by the Private Placement Memorandum, (i) the Company
has not incurred any material liabilities or obligations, indirect, or
contingent, or entered into any material verbal or written agreement or other
transaction which is not in the ordinary course of business or which could
reasonably be expected to result in a material reduction in the future earnings
of the Company; (ii) the Company has not sustained any material loss or
interference with its businesses or properties from fire, flood, windstorm,
accident or other calamity not covered by insurance; (iii) the Company has not
paid or declared any dividends or other distributions with respect to its
capital stock and the Company is not in default in the payment of principal or
interest on any outstanding debt obligations; (iv) there has not been any change
in the capital stock of the Company other than the sale of the Shares hereunder
and shares or options issued pursuant to employee equity incentive plans or
purchase plans approved by the Company's Board of Directors, or indebtedness
material to the Company (other than in the ordinary course of business); and (v)
there has not been a Material Adverse Change.

                  4.11. INTELLECTUAL PROPERTY. Except as specifically
contemplated by the Private Placement Memorandum, (i) the Company owns or has
obtained valid and enforceable licenses or options for the inventions, patent
applications, patents, trademarks (both registered and unregistered),
tradenames, copyrights and trade secrets necessary for the conduct of the
Company's business as currently


                                      -5-
<PAGE>

conducted and as the Private Placement Memorandum indicates the Company
contemplates conducting (collectively, the "Intellectual Property"); and (ii)
to the Company's knowledge (for each of the following subsections (A) through
(E)): (A) there are no third parties who have any ownership rights to any
Intellectual Property that is owned by, or has been licensed to, the Company
for the product indications described in the Private Placement Memorandum
that would preclude the Company from conducting its business as currently
conducted and as the Private Placement Memorandum indicates the Company
contemplates conducting; (B) there are currently no sales of any products
that would constitute an infringement by third parties of any Intellectual
Property owned, licensed or optioned by the Company; (C) there is no pending
or threatened action, suit, proceeding or claim by others challenging the
rights of the Company in or to any Intellectual Property owned, licensed or
optioned by the Company, other than non-material claims; (D) there is no
pending or threatened action, suit, proceeding or claim by others challenging
the validity or scope of any Intellectual Property owned, licensed or
optioned by the Company, other than non-material claims; and (E) there is no
pending or threatened action, suit, proceeding or claim by others that the
Company infringes or otherwise violate any patent, trademark, copyright,
trade secret or other proprietary right of others, other than non-material
claims.

                  4.12. COMPLIANCE. The Company has not been advised, and has no
reason to believe, that it is not conducting its business in compliance with all
applicable laws, rules and regulations of the jurisdictions in which it is
conducting business, including, without limitation, all applicable local, state
and federal environmental laws and regulations; except where failure to be so in
compliance would not have a Material Adverse Effect.

                  4.13. TAXES. The Company has filed all necessary federal,
state and foreign income and franchise tax returns and has paid or accrued all
taxes shown as due thereon, and the Company has no knowledge of a tax deficiency
which has been or might be asserted or threatened against it which could have a
Material Adverse Effect.

                  4.14. TRANSFER TAXES. On the Closing Date, all stock transfer
or other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Shares to be sold to the Purchaser
hereunder will be, or will have been, fully paid or provided for by the Company
and all laws imposing such taxes will be or will have been fully complied with.

                  4.15. INVESTMENT COMPANY. The Company is not an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for an investment company, within the meaning of the Investment Company Act of
1940, as amended.

                  4.16. OFFERING MATERIALS. The Company has not distributed and
will not distribute prior to the Closing Date any offering material in
connection with the offering and sale of the Shares other than the Private
Placement Memorandum or any amendment or supplement thereto. The Company has not
in the past nor will it hereafter take any action independent of the Placement
Agent to sell, offer for sale or solicit offers to buy any securities of the
Company which would bring the offer, issuance or sale of the Shares, as
contemplated by this Agreement, within the provisions of Section 5 of the
Securities Act, unless such offer, issuance or sale was or shall be within the
exemptions of Section 4 of the Securities Act.

                  4.17. INSURANCE. The Company is insured by recognized,
financially sound and reputable institutions with policies in such amounts and
with such deductibles and covering such risks as are generally deemed adequate
and customary for its businesses including, but not


                                      -6-
<PAGE>

limited to, policies covering real and personal property owned or leased by
the Company against theft, damage, destruction, acts of vandalism and
earthquakes. The Company has no reason to believe that it will not be able
(i) to renew its existing insurance coverage as and when such policies expire
or (ii) to obtain comparable coverage from similar institutions as may be
necessary or appropriate to conduct its business as now conducted and at a
cost that would not have a material adverse effect on the business,
properties, prospects, condition (financial or otherwise) or results of
operations of the Company. The Company has not been denied any insurance
coverage which it has sought or for which it has applied.

                  4.18. CONTRIBUTIONS. At no time since its incorporation has
the Company, directly or indirectly, (i) made any unlawful contribution to any
candidate for public office, or failed to disclose fully any contribution in
violation of law, or (ii) made any payment to any federal or state governmental
officer or official, or other person charged with similar public or quasi-public
duties, other than payments required or permitted by the laws of the United
States or any jurisdiction thereof.

                  4.19. ADDITIONAL INFORMATION. The Company represents and
warrants that the information contained in the following documents, which the
Placement Agent has furnished to the Purchaser, or will furnish prior to the
Closing, is or will be true and correct in all material respects as of their
respective final dates:

                  (a)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999;

                  (b)      the Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended March 31, 2000;

                  (c)      the Company's Proxy Statement for the 2000 Annual
                           Meeting of Stockholders;

                  (d)      the Company's Current Report on Form 8-K filed
                           July 11, 2000;

                  (e)      the Registration Statement;

                  (f)      the Private Placement Memorandum, including all
                           addenda and exhibits thereto (other than the
                           Appendices); and

                  (g)      all other documents, if any, filed by the Company
                           with the Securities and Exchange Commission since
                           March 31, 2000 pursuant to the reporting requirements
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act").

                  4.20. LEGAL OPINIONS. Prior to the Closing, (a) Pillsbury
Madison & Sutro LLP, counsel to the Company, will deliver its legal opinion to
the Placement Agent and (b) special


                                      -7-
<PAGE>

intellectual property counsel to the Company reasonably satisfactory to the
Placement Agent and its counsel will deliver its legal opinion to the
Placement Agent as to certain intellectual property matters, each in form and
in substance reasonably satisfactory to the Placement Agent and its counsel.
Each such opinion shall also state that each of the Purchasers may rely
thereon as though it were addressed directly to such Purchaser.

                  4.21. CERTIFICATE. At the Closing, the Company will deliver to
Purchaser a certificate executed by the Chairman of the Board or President and
the chief financial or accounting officer of the Company, dated the Closing
Date, in form and substance reasonably satisfactory to the Purchasers, to the
effect that the representations and warranties of the Company set forth in this
Section 4 are true and correct in all material respects as of the date of this
Agreement and as of the Closing Date, and the Company has complied with all the
agreements and satisfied all the conditions herein on its part to be performed
or satisfied on or prior to such Closing Date.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASER. (a) The Purchaser represents and warrants to, and covenants with, the
Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced
in making, and is qualified to make, decisions with respect to investments in
shares representing an investment decision like that involved in the purchase of
the Shares, including investments in securities issued by the Company, and has
requested, received, reviewed and considered all information it deems relevant
in making an informed decision to purchase the Shares; (ii) the Purchaser is
acquiring the number of Shares set forth in Section 2 above in the ordinary
course of its business and for its own account for investment (as defined for
purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the
regulations thereunder) only and with no present intention of distributing any
of such Shares or any arrangement or understanding with any other persons
regarding the distribution of such Shares within the meaning of Section 2(11) of
the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer,
sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the Shares except in
compliance with the Act and the Rules and Regulations; (iv) the Purchaser has
completed or caused to be completed the Registration Statement Questionnaire and
the Stock Certificate Questionnaire, both attached hereto as Appendix I, for use
in preparation of the Registration Statement, and the answers thereto are true
and correct as of the date hereof and will be true and correct as of the
effective date of the Registration Statement; (v) the Purchaser has, in
connection with its decision to purchase the number of Shares set forth in
Section 2 above, relied solely upon the Private Placement Memorandum and the
documents included therein and the representations and warranties of the Company
contained herein; and (vi) the Purchaser is an "accredited investor" within the
meaning of Rule 501 of Regulation D promulgated under the Securities Act.

                  (b) Unless such sale is pursuant to an applicable exemption
from the Securities Act, the Purchaser hereby covenants with the Company not to
make any sale of the Shares without satisfying the prospectus delivery
requirement under the Securities Act, and the Purchaser acknowledges and agrees
that such Shares are not transferable on the books of the


                                      -8-
<PAGE>

Company unless the certificate submitted to the transfer agent evidencing the
Shares is accompanied by a separate officer's certificate: (i) in the form of
Appendix II hereto, (ii) executed by an officer of, or other authorized
person designated by, the Purchaser, and (iii) to the effect that (A) the
Shares have been sold in accordance with the Registration Statement, the
Securities Act and the Rules and Regulations and any applicable state
securities or blue sky laws and (B) the requirement of delivering a current
prospectus has been satisfied. The Purchaser acknowledges that there may
occasionally be times when the Company must suspend the use of the prospectus
forming a part of the Registration Statement until such time as an amendment
or supplement to the Registration Statement or the Prospectus has been filed
by the Company and declared effective by the Commission, or until such time
as the Company has filed an appropriate report with the Commission pursuant
to the Exchange Act. The Purchaser hereby covenants that it will not sell any
Shares pursuant to said prospectus during the period commencing at the time
at which the Company gives the Purchaser written notice of the suspension of
the use of said prospectus and ending at the time the Company gives the
Purchaser written notice that the Purchaser may thereafter effect sales
pursuant to said prospectus. The Purchaser further covenants to notify the
Company promptly of the sale of all of its Shares.

                  (c) The Purchaser further represents and warrants to, and
covenants with, the Company that (i) the Purchaser has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement, and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
the indemnification agreements of the Purchaser in Section 7.3 hereof may be
legally unenforceable.

                  SECTION 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS. Notwithstanding any investigation made by any party to this
Agreement or by the Placement Agent, all covenants, agreements, representations
and warranties made by the Company and the Purchaser herein and in the
certificates for the Shares delivered pursuant hereto shall survive the
execution of this Agreement, the delivery to the Purchaser of the Shares being
purchased and the payment therefor.


                                      -9-
<PAGE>

                  SECTION 7.  REGISTRATION OF THE SHARES; COMPLIANCE WITH THE
SECURITIES ACT.

                  7.1.  REGISTRATION PROCEDURES AND EXPENSES.  The Company
shall:

                  (a)      as soon as practicable, prepare and file with the
                           Commission the Registration Statement on Form S-3
                           relating to the sale of the Shares by the Purchaser
                           from time to time through the automated quotation
                           system of the Nasdaq National Market or the
                           facilities of any national securities exchange on
                           which the Company's Common Stock is then traded or in
                           privately-negotiated transactions;

                  (b)      use its reasonable efforts subject to receipt of
                           necessary information from the Purchasers, to cause
                           the Commission to notify the Company of the
                           Commission's willingness to declare the Registration
                           Statement effective within 60 days after the
                           Registration Statement is filed by the Company;

                  (c)      prepare and file with the Commission (and promptly
                           notify the Purchaser of such filing) such amendments
                           and supplements to the Registration Statement and the
                           prospectus used in connection therewith as may be
                           necessary to keep the Registration Statement
                           effective until the earlier of (i) twenty-four months
                           after the effective date of the Registration
                           Statement or (ii) the date on which the Shares may be
                           resold by the Purchasers without registration by
                           reason of Rule 144(k) under the Securities Act or any
                           other rule of similar effect;

                  (d)      furnish to the Purchaser with respect to the Shares
                           registered under the Registration Statement (and to
                           each underwriter, if any, of such Shares) such
                           reasonable number of copies of prospectuses and such
                           other documents as the Purchaser may reasonably
                           request, in order to facilitate the public sale or
                           other disposition of all or any of the Shares by the
                           Purchaser;

                  (e)      file documents required of the Company for normal
                           blue sky clearance in states specified in writing by
                           the Purchaser; PROVIDED, HOWEVER, that the Company
                           shall not be required to qualify to do business or
                           consent to service of process in any jurisdiction in
                           which it is not now so qualified or has not so
                           consented; and

                  (f)      bear all expenses in connection with the procedures
                           in paragraphs (a) through (e) of this Section 7.1 and
                           the registration of the Shares pursuant to the
                           Registration Statement, other than fees and expenses,
                           if any, of counsel or other advisers to the Purchaser
                           or the Other Purchasers or underwriting discounts,
                           brokerage fees and commissions incurred by the
                           Purchaser or the Other Purchasers, if any.


                                      -10-
<PAGE>

                  7.2. TRANSFER OF SHARES AFTER REGISTRATION. The Purchaser
agrees that it will not effect any disposition of the Shares or its right to
purchase the Shares that would constitute a sale within the meaning of the
Securities Act, except as contemplated in the Registration Statement referred to
in Section 7.1 or as otherwise permitted by the Securities Act or applicable
law, and that it will promptly notify the Company of any changes in the
information set forth in the Registration Statement regarding the Purchaser or
its Plan of Distribution.

                  7.3.  INDEMNIFICATION.  For the purpose of this Section 7.3:

                  (i)      the term "Purchaser/Affiliate" shall include the
                           Purchaser and any affiliate of such Purchaser; and

                  (ii)     the term "Registration Statement" shall include any
                           final prospectus, exhibit, supplement or amendment
                           included in or relating to the Registration Statement
                           referred to in Section 7.1.

                  (a)      The Company agrees to indemnify and hold harmless
each of the Purchasers and each person, if any, who controls any Purchaser
within the meaning of the Securities Act, against any losses, claims,
damages, liabilities or expenses, joint or several, to which such Purchasers
or such controlling person may become subject, under the Securities Act, the
Exchange Act, or any other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if
such settlement is effected with the written consent of the Company), insofar
as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof as contemplated below) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, including the prospectus, financial statements
and schedules, and all other documents filed as a part thereof, as amended at
the time of effectiveness of the Registration Statement, including any
information deemed to be a part thereof as of the time of effectiveness
pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules
and Regulations, or the prospectus, in the form first filed with the
Commission pursuant to Rule 424(b) of the Regulations, or filed as part of
the Registration Statement at the time of effectiveness if no Rule 424(b)
filing is required (the "Prospectus"), or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state in any of them a material fact required to be stated therein or
necessary to make the statements in any of them, in light of the
circumstances under which they were made, not misleading, or arise out of or
are based in whole or in part on any inaccuracy in the representations and
warranties of the Company contained in this Agreement, or any failure of the
Company to perform its obligations hereunder or under law, and will reimburse
each Purchaser and each such controlling person for any legal and other
expenses as such expenses are reasonably incurred by such Purchaser or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; PROVIDED, HOWEVER, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission or alleged

                                      -11-
<PAGE>

omission made in the Registration Statement, the Prospectus or any amendment
or supplement thereto in reliance upon and in conformity with written
information furnished to the Company: by or on behalf of the Purchaser
expressly for use therein, or (ii) the failure of such Purchaser to comply
with the covenants and agreements contained in Sections 5(b) or 7.2 hereof
respecting sale of the Shares (unless such failure shall be a result of the
Company breaching any of its obligations to the Purchaser hereunder), or
(iii) the inaccuracy of any representations made by such Purchaser herein or
(iv) any statement or omission in any Prospectus that is corrected in any
subsequent Prospectus that was delivered to the Purchaser prior to the
pertinent sale or sales by the Purchaser.

                  (b)      Each Purchaser will severally indemnify and hold
harmless the Company, each of its directors, each of its officers who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims,
damages, liabilities or expenses to which the Company, each of its directors,
each of its officers who signed the Registration Statement or controlling
person may become subject, under the Securities Act, the Exchange Act, or any
other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of such Purchaser) insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon (i) any failure to comply
with the covenants and agreements contained in Sections 5(b) or 7.2 hereof
respecting the sale of the Shares (unless such failure shall be a result of
the Company breaching any of its obligations to the Purchaser hereunder) or
(ii) the inaccuracy of any representation made by such Purchaser herein or
(iii) any untrue or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Purchaser expressly for use therein, and will
reimburse the Company, each of its directors, each of its officers who signed
the Registration Statement or controlling person for any legal and other
expense reasonably incurred by the Company, each of its directors, each of
its officers who signed the Registration Statement or controlling person in
connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; PROVIDED,
HOWEVER, that no Purchaser shall be liable for any amount in excess of the
net proceeds (the "Net Proceeds") received by such Purchaser with respect to
such Purchaser's sale of the Shares.

                  (c)      Promptly after receipt by an indemnified party
under this Section 7.3 of notice of the threat or commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 7.3 promptly notify the
indemnifying party in writing thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party for

                                      -12-
<PAGE>


contribution or otherwise than under the indemnity agreement contained in
this Section 7.3 or to the extent it is not materially prejudiced as a result
of such failure. In case any such action is brought against any indemnified
party and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with all other indemnifying
parties similarly notified, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be a conflict between the positions of the indemnifying party
and the indemnified party in conducting the defense of any such action or
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 7.3 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by such indemnifying party in the
case of paragraph (a), representing the indemnified parties who are parties
to such action) or (ii) the indemnified party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of action, in
each of which cases the reasonable fees and expenses of counsel shall be at
the expense of the indemnifying party.

                  (d)      If the indemnification provided for in this
Section 7.3 is required by its terms but is for any reason held to be
unavailable to or otherwise insufficient to hold harmless an indemnified
party under paragraphs (a), (b) or (c) of this Section 7.3 in respect to any
losses, claims, damages, liabilities or expenses referred to herein, then
each applicable indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of any losses, claims, damages,
liabilities or expenses referred to herein (i) in such proportion as is
appropriate to reflect the relative fault of the Company and the Purchaser in
connection with the statements or omissions or inaccuracies in the
representations and warranties in this Agreement which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such Selling
Stockholders and each Purchaser shall be determined by reference to, among
other things, whether the untrue or alleged statement of a material fact or
the omission or alleged omission to state a material fact or the inaccurate
or the alleged inaccurate representation and/or warranty relates to
information supplied by the Company or by such Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid or payable by a party
as a result of the losses, claims, damages, liabilities and expenses referred
to above shall be deemed to include, subject to the limitations set forth in
paragraph (c) of this Section 7.3, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in paragraph (c)


                                      -13-
<PAGE>

of this Section 7.3 with respect to the notice of the threat or commencement
of any threat or action shall apply if a claim for contribution is to be made
under this paragraph (d); PROVIDED, HOWEVER, that no additional notice shall
be required with respect to any threat or action for which notice has been
given under paragraph (c) for purposes of indemnification. The Company and
each Purchaser agree that it would not be just and equitable if contribution
pursuant to this Section 7.3 were determined solely by pro rata allocation
(even if the Purchaser were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in this paragraph. Notwithstanding the provisions
of this Section 7.3, no Purchaser shall be required to contribute any amount
in excess of the amount by which the Net Proceeds exceeds the amount of any
damages that such Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Purchasers' obligations to contribute pursuant to this Section 7.3 are
several and not joint.

                  7.4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The
restrictions imposed by Section 5 or this Section 7 upon the transferability
of the Shares shall cease and terminate as to any particular number of the
Shares upon the passage of twenty-four months from the effective date of the
Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory in form and substance to the Company shall have been
rendered to the effect that such conditions are not necessary in order to
comply with the Securities Act.

                  7.5. INFORMATION AVAILABLE. So long as the Registration
Statement is effective covering the resale of Shares owned by the Purchaser,
the Company will furnish to the Purchaser:

                  (a)      as soon as practicable after available (but in the
                           case of the Company's Annual Report to Stockholders,
                           within 120 days after the end of each fiscal year
                           of the Company), one copy of (i) its Annual Report
                           to Stockholders (which Annual Report shall contain
                           financial statements audited in accordance with
                           generally accepted accounting principles by a
                           national firm of certified public accountants), (ii)
                           if not included in substance in the Annual Report to
                           Stockholders, its Annual Report on Form 10-K, (iii)
                           if not included in substance in its Quarterly Reports
                           to Shareholders, its quarterly reports on Form 10-Q,
                           and (iv) a full copy of the particular Registration
                           Statement covering the Shares (the foregoing, in each
                           case, excluding exhibits);

                  (b)      upon the reasonable request of the Purchaser, a
                           reasonable number of copies of the prospectuses to
                           supply to any other party requiring such
                           prospectuses;


                                      -14-
<PAGE>


and the Company, upon the reasonable request of the Purchaser, will meet with
the Purchaser or a representative thereof at the Company's headquarters to
discuss information relevant for disclosure in the Registration Statement
covering the Shares subject to appropriate confidentiality limitations.

                  SECTION 8. BROKER'S FEE. The Purchaser acknowledges that the
Company intends to pay to the Placement Agent a fee in respect of the sale of
the Shares to the Purchaser. Each of the parties hereto hereby represents that,
on the basis of any actions and agreements by it, there are no other brokers or
finders entitled to compensation in connection with the sale of the Shares to
the Purchaser.

                  SECTION 9. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed by first-class
registered or certified airmail, facsimile (with receipt confirmed by telephone)
or nationally recognized overnight express courier postage prepaid, and shall be
deemed given when so mailed and shall be delivered as addressed as follows:

                  (a)      if to the Company, to:
                                    Matrix Pharmaceutical, Inc.
                                    34700 Campus Drive
                                    Fremont, California  94555
                                    Attn:  Michael D. Casey

                           with a copy to:

                                    Pillsbury Madison & Sutro LLP
                                    50 Fremont Street
                                    San Francisco, CA 94105
                                    Attention: Thomas E. Sparks, Jr., Esq.

                           or to such other person at such other place as the
                           Company shall designate to the Purchaser in writing;
                           and

                  (b)      if to the Purchaser, at its address as set forth at
                           the end of this Agreement, or at such other address
                           or addresses as may have been furnished to the
                           Company in writing.

                  SECTION 10.  CHANGES.  This Agreement may not be modified
or amended except pursuant to an instrument in writing signed by the Company
and the Purchaser.

                  SECTION 11.  HEADINGS.  The headings of the various
sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.


                                      -15-
<PAGE>


                  SECTION 12. SEVERABILITY. In case any provision contained
in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.

                  SECTION 13.  GOVERNING LAW.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York and the federal securities laws of the United States of America.

                  SECTION 14. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all
of which, when taken together, shall constitute but one instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other parties.


                                      -16-
<PAGE>


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

                                         MATRIX PHARMACEUTICAL, INC.

                                         By
                                           ---------------------------------
                                           Name:
                                           Title:

Print or Type:
                                         Name of Purchaser
                                           (Individual or Institution):

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

                                         Name of Individual
                                           representing Purchaser
                                           (if an Institution):

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

                                         Title of Individual
                                           representing Purchaser
                                           (if an Institution):

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

Signature by:
                                         Individual Purchaser or Individual
                                           representing Purchaser:

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

                                         Address:
                                                 ---------------------------
                                         Telephone:
                                                   -------------------------
                                         Telecopier:
                                                    ------------------------



                                      -17-
<PAGE>


                     SUMMARY INSTRUCTION SHEET FOR PURCHASER

                   (to be read in conjunction with the entire
                        Purchase Agreement which follows)


A.       Complete the following items on BOTH Purchase Agreements:

         1.       Page 14 - Signature:

             (i)  Name of Purchaser (Individual or Institution)

             (ii) Name of Individual representing Purchaser (if an Institution)

            (iii) Title of Individual representing Purchaser (if an Institution)

             (iv) Signature of Individual Purchaser or Individual representing
                  Purchaser

         2.       Appendix I - Stock Certificate Questionnaire:

                  Provide the information requested by the Stock Certificate
                  Questionnaire.

                  Appendix I - Registration Statement Questionnaire:

                  Provide the information requested by the Registration
                  Statement Questionnaire.

         3.       Return BOTH properly completed and signed Purchase Agreements
                  including the properly completed Appendix I to:

                  Banc America Securities LLC
                  9 West 57th Street
                  New York, New York  10019
                  Attention:  Paul Donofrio

B.       Instructions regarding the transfer of funds for the purchase of Shares
         will be sent by facsimile to the Purchaser by the Placement Agent at a
         later date.

C.       Upon the resale of the Shares by the Purchasers after the Registration
         Statement covering the Shares is effective, as described in the
         Purchase Agreement, the Purchaser:

                  (i)      must deliver a current prospectus of the Company to
                           the buyer (prospectuses must be obtained from the
                           Company at the Purchaser's request); and

                  (ii)     must send a letter in the form of Appendix II to the
                           Company so that the Shares may be properly
                           transferred.



<PAGE>

                                                                    Appendix I
                                                                   (one of two)

BANC OF AMERICA SECURITIES LLC

STOCK CERTIFICATE QUESTIONNAIRE

         Pursuant to Section 3 of the Agreement, please provide us with the
following information:

1.       The exact name that your Shares are to be registered in (this is the
         name that will appear on your stock certificate(s)). You may use a
         nominee name if appropriate:

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

2.       The relationship between the Purchaser of the Shares and the Registered
         Holder listed in response to item 1 above:

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

3.       The mailing address of the Registered Holder listed in response to
         item 1 above:

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

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

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

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

4.       The Social Security Number or Tax Identification Number of the
         Registered Holder listed in response to item 1 above:

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





<PAGE>
                                                                    Appendix I
                                                                   (two of two)


                           MATRIX PHARMACEUTICAL, INC.
                      REGISTRATION STATEMENT QUESTIONNAIRE

         In connection with the preparation of the Registration Statement,
please provide us with the following information:

         1.   Pursuant to the "Selling Shareholder" section of the Registration
Statement, please state your or your organization's name exactly as it should
appear in the Registration Statement:

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

         2.   Please provide the number of shares that you or your organization
will own immediately after Closing, including those Shares purchased by you or
your organization pursuant to this Purchase Agreement and those shares purchased
by you or your organization through other transactions:

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

         3.   Have you or your organization had any position, office or other
material relationship within the past three years with the Company or its
affiliates?

         _____ Yes         _____ No

         If yes, please indicate the nature of any such relationships below:

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

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

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




<PAGE>

                                                                  APPENDIX II

Attention:

                   PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE

         The undersigned, [an officer of, or other person duly authorized by]
________________________________________________________
  [fill in official name of individual or institution]

hereby certifies that he/she [said institution] is the Purchaser of the shares

evidenced by the attached certificate, and as such, sold such shares on ______
                                                                        [date]
in accordance with Registration Statement number
_______________________________________________________________________
  [fill in the number of or otherwise identify Registration Statement]

and the requirement of delivering a current prospectus by the Company has been

complied with in connection with such sale.


Print or type:

         Name of Purchaser
           (Individual or
            Institution):           ______________________

         Name of Individual
           representing
           Purchaser (if an
           Institution):            ______________________

         Title of Individual
           representing
           Purchaser (if an
           Institution):            ______________________

Signature by:

         Individual Purchaser
          or Individual
          representing
          Purchaser:                ______________________