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                                                                   EXHIBIT 10.27




                         RESEARCH and LICENCE AGREEMENT






                              (1) BIOENVISION INC.

                                     - and -

                             (2) VELINDRE NHS TRUST

                                     - and -

               (3) UNIVERSITY COLLEGE CARDIFF CONSULTANTS LIMITED


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         THIS AGREEMENT is made on the 9th day of January 2001

         BETWEEN:

         (1)      VELINDRE NHS HOSPITAL TRUST a specialist cancer hospital whose
                  address is Velindre Road, Cardiff ("Velindre"); and

         (2)      UNIVERSITY COLLEGE CARDIFF CONSULTANTS LIMITED a company
                  incorporated under the laws of England and Wales (company
                  number 1477909) whose registered office is at 56 Park Place,
                  Cardiff CF11 3XR ("Cardiff"); and

         (3)      BIOENVISION, INC., a company incorporated under the laws of
                  Delaware, whose registered office is at One Rockefeller Plaza,
                  Suite 1600, New York, NY 10020 ("Bioenvision")

          WHEREAS:

         (a)      Velindre has intellectual property and know-how related to the
                  use of l-gossypol and related compounds for the treatment of
                  human and animal diseases ("Technology"); and

         (b)      Cardiff is the technology transfer company of Cardiff
                  University. Cardiff University has assisted in the early stage
                  development of the Technology; and

         (c)      Bioenvision is a company engaged in the development and
                  marketing of medical compounds.

                  The parties hereby agree to the following terms and conditions
                  for a licensing agreement for l-gossypol

         1 DEFINITIONS

         1.1 In this Agreement:

         (i)      "Velindre" means the Velindre NBS Trust.

         (ii)     "Trials Unit" means the Clinical Trials Unit at the Velindre
                  NHS Trust.

         (iii)    "Trial" means the Phase I study to be performed in cancer
                  patients at the Trials Unit.

         (iv)     "Research Period" means the period during which clinical and
                  pre-clinical studies are conducted with l-gossypol by the
                  parties to the Agreement.

         (v)      "Bioenvision" means Bioenvision and includes subsidiary
                  companies.

         (vi)     "Technology" means all aspects of the work relating to the
                  development of l-gossypol and related products.

         (vii)    "Patents" means patents applied for and patents granted
                  relating to the composition, manufacture, formulation and or
                  use of l-gossypol and related compounds.

         (viii)   "Improvement(s) means any changes or additions to the
                  intellectual property relating to l-gossypol and related
                  compounds or products which arise as a result of the Research
                  done during the Research Period and related to the Technology
                  and which shall be incorporated into existing patents or new
                  patents applied for.

         (ix)     "Product" means a medical compound or compounds developed from
                  the Technology and designated for sale as a treatment for
                  human or animal diseases.

         (x)      "Territory' means Worldwide.

         (xi)     "Results" means any and all results, data and intellectual
                  property generated by the Research and clinical studies, and
                  includes copyright, patents or applications for the same
                  (protective applications) and similar or related rights.

         (xii)    "Field" means the use of l-gossypol or related compounds for
                  the treatment of medical conditions in humans and animals.

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         1.2      Reference to any statute or statutory provision includes a
                  reference to that statute or statutory provision as from time
                  to time amended extended or reenacted.

         1.3      Words importing the singular number shall include the plural
                  and vice versa, words importing the masculine shall include
                  the feminine and neuter and vice versa, and words importing
                  persons shall include bodies corporate, unincorporated
                  associations and partnerships.

         1.4      Headings to clauses and paragraphs are for ease of reference
                  only and shall not affect the interpretation or construction
                  of this Agreement. The Schedule forms part of this Agreement
                  and shall be construed accordingly.

         2 CONDUCT OF STUDIES AND PAYMENT

         2.1      A Phase I clinical study shall be conducted at the Clinical
                  Trials Unit at Velindre. The study will be performed in cancer
                  patients and will determine the maximum tolerated dose of
                  l-gossypol, the side-effect profile and the plasma
                  concentration of the drug.

         2.2      Velindre and the Trials Unit shall use all reasonable
                  endeavours within the scope of their knowledge and experience
                  to conduct the Study in accordance with the terms of this
                  Agreement.

         2.3      Velindre will provide Bioenvision with all the scientific
                  results of the Research on a quarterly basis. A full written
                  report will reach Bioenvision no later than three (3) months
                  after the completion of the Phase I Study.

         2.4      The Study as described in Schedule 1 (see Clinical trial
                  Protocol) will be conducted on eighteen (18) patients for a
                  sum of (pound)48,454.30 exclusive of VAT. Payments by
                  Bioenvision shall be made to Velindre within thirty (30) days
                  of receipt of invoices, submitted according to the following
                  schedule:

                  Payment 1 (pound)12,000 One month prior to start of Phase I
                  trial.
                  Payment 2 (pound)12,000 four months after initial payment.
                  Payment 3 (pound)12,000 four months after payment 2.
                  Final payment upon submission of data.

         2.5      Bioenvision shall pay directly to sub-contractors for the
                  preparation, formulation and analysis of plasma concentrations
                  of l-gossypol.

         2.6      Velindre shall supply sufficient racemic gossypol for the
                  preparation of l-gossypol and shall also perform
                  pharmacokinetic analysis.

         2.7      Bioenvision shall prepare, with the assistance of Velindre,
                  the CTX for submission to the regulatory authorities.


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         2.8      If the Phase I clinical trial is completed successfully,
                  subject to Clause 4.1, Bioenvision agrees to perform further
                  clinical trials with l-gossypol or related compounds and
                  Bioenvision agrees to fund these further clinical trials with
                  l-gossypol or related compounds, subject to agreement of
                  appropriate budgets. All decisions relating to further
                  clinical development will be discussed with and approved by
                  Velindre.

         3 CONDUCT OF TRIAL

         3.1      During the course of the Trial and during the remainder of the
                  Research Period, Velindre will answer all reasonable questions
                  and queries put by Bioerivision concerning the Trial.

         3.2      At the end of the Trial period Velindre will supply
                  Bioenvision with the data and conclusions from the trial and
                  Bioenvision will provide Velindre with a written report of
                  its conclusions, including an assessment of market potential
                  within three (3) months of receiving the data.

         4 LICENSING

         4.1      Cardiff and Velindre shall grant to Bioenvision an exclusive
                  worldwide licence to make, have made, use and sell products
                  based on the Results on the basis that Bioenvision makes
                  beneficial commercial use of the Results. If, after a period
                  of three years from the grant of the licence, no commercial
                  use is made of the Results, Cardiff and Velindre shall have
                  the right to offer the licence elsewhere. Schedule 2 to this
                  Agreement sets out the basis for agreement of a licence.

         4.2      Neither Cardiff nor Velindre shall enter into discussions or
                  negotiations with any third party or third parties (other than
                  Bioenvision) with a view to the grant of a licence to any
                  third party (whether on an exclusive or non-exclusive basis)
                  under the Results for the manufacture, use and/or sale of any
                  products in the Territory.

         5 MANUFACTURE AND PRODUCT FORMULATION

         Bioenvision shall be responsible for manufacture of l-gossypol
         according to standards set down by regulatory authorities for clinical
         trials in the UK. A third party may be requested to conduct the
         manufacture and formulation of the Product.

         6 RESULTS AND IPRs

         6.1      Results shall be the property of Cardiff and Velindre.

         6.2      The necessity for and timing of any applications for Patents
                  and/or similar protective applications shall be discussed
                  between the parties. Protective applications shall be filed by
                  Bioenvision in the names of Velindre and Cardiff. Bioenvision
                  shall meet all costs incurred in prosecuting and maintaining
                  any protective applications.

         7 COMMENCEMENT

         The Trial shall commence as soon as may reasonably be practicable
         following the execution of this Agreement by the parties.


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         8 CONFIDENTIALITY

         8.1      Except as provided in sub-clause 8.4 below, during the term of
                  this Agreement all Information (howsoever recorded or stored),
                  which is disclosed by the Discloser to or otherwise comes into
                  the possession of a Recipient shall be regarded as
                  confidential and the property of the Discloser and shall not
                  be disclosed by the Recipient to third parties or used by the
                  Recipient for any purpose other than stated in this Agreement.
                  All written Confidential Information shall be marked as such
                  by the Discloser, and all such information relayed
                  electronically or verbally shall be reduced to writing within
                  thirty (30) days.

         8.2      The Recipient shall be responsible and liable to the Discloser
                  for any non-observance or breach of the terms of
                  confidentiality herein contained by its or their employees.
                  Each party shall restrict disclosure of Information to its
                  employees having a need to know such Information for the
                  purposes of the performance of their obligations and
                  responsibilities hereunder.

         8.3      The obligations governing confidentiality and/or use contained
                  in this Clause 8 shall continue for the term of this Agreement
                  and for ten (10) years thereafter.

         8.4      The provisions governing confidentiality and/or non-use
                  contained in sub-clause 8.1 above and sub-clause 8.6 below
                  shall not apply to any part of the Information which the
                  Recipient is able to demonstrate:

                  (i)      was lawfully in the Recipient's possession and known
                           to it prior to disclosure or receipt thereof; or

                  (ii)     was in the public domain or the subject of public
                           knowledge at the time of disclosure to or receipt
                           thereof by the Recipient; or

                  (iii)    becomes part of the public domain or the subject of
                           public knowledge after the date of disclosure to or
                           receipt thereof by the Recipient but through no fault
                           of the Recipient; or

                  (iv)     becomes available to the Recipient from a third
                           party not in breach of legal obligation of
                           confidentiality to any of the parties hereto in
                           respect thereof; or

                  (v)      is required to be disclosed by law or by order of any
                           court of competent jurisdiction or by order of any
                           regulatory authority.

         8.5      Cardiff and Velindre further undertake that any reports
                  produced by Bioenvision under the terms of this Agreement
                  shall not be disclosed to third parties unless agreed in
                  writing by Bioenvision.

         8.6      Results shall not be disclosed to third parties by the parties
                  hereto during the Research Period.

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         9 PUBLICATION

         Bioenvision recognizes that Cardiff and Velindre shall seek to publish
         details of the work that is the subject of this Agreement and any
         resulting patents subsequent to filing any relevant patent
         applications. Bioenvision agrees that Cardiff and Velindre shall be
         permitted to present at symposia, international, national, or regional
         professional meetings, and to publish in journals, theses,
         dissertations or otherwise of their own choosing, details of the work
         and any such patents, provided, however, that Cardiff and Velindre
         shall discuss any such publication or presentation with Bioenvision,
         and Bioenvision shall have been furnished copies of any proposed
         publication or presentation at least two (2) months in advance of the
         submission of such proposed publication or presentation to a journal,
         editor, or other third party. Bioenvision shall have two (2) months,
         after receipt of said copies, to object to such proposed presentation
         or proposed publication because there is further patentable subject
         matter which needs protection. In the event that Bioenvision makes such
         objection, said researcher(s) shall refrain from making such
         publication or presentation for a maximum of six (6) months from date
         of receipt of such objection in order for Cardiff and Velindre to file
         UK and/or other patent application(s) directed to the patentable
         subject matter contained in the proposed publication or presentation.

         10 TERM & TERMINATION

         10.1     This Agreement shall commence on the Effective Date and shall
                  (subject as otherwise provided elsewhere in this Agreement)
                  remain in force until the end of the Trial period or the end
                  of any further option period, as described in Clause 4.1
                  PROVIDED THAT any party ("the Terminating party") shall have
                  the right to terminate this Agreement by notice in writing to
                  the other parties upon the happening of any of the following
                  events:-

                  10.1.1   if any other party ("the Defaulting party") is guilty
                           of any breach nonobservance or non performance of any
                           of its obligations hereunder and does not remedy the
                           same (if capable of remedy) within thirty days of
                           written notice of such failure or breach being given
                           by the Terminating party; or

                  10.1.2   if the Defaulting party ceases to carry on business
                           or is unable to pay its debts in the ordinary course
                           of business or enters into liquidation or analogous
                           proceeding in any jurisdiction outside the United
                           Kingdom (other than for the purpose of a solvent
                           reconstruction or amalgamation) or has a receiver,
                           administrator or administrative receiver (or
                           analogous person in any jurisdiction outside the
                           United Kingdom) appointed over the whole or any part
                           of its assets; or

                  10.1.3   if; before the end of the Clinical Trial Period,
                           Bioenvision shall judge that the results of its
                           evaluation indicate that the outcome will be of no
                           commercial benefit to Bioenvision, the Agreement may
                           be terminated, subject to Bioenvision paying all
                           sums and for all uncancellable commitments to which
                           Velindre is obligated for the work.

                  10.1.4   Bioenvision shall have the right to terminate the
                           Agreement without the need to pay for the clinical
                           trials if the Phase I or the Phase II trials fail to
                           receive ethical approval.

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         10.2     Upon termination of this Agreement for whatever reason:-

                  10.2.1   (save for any claim in respect of lack of good faith
                           and/or failure to enter into negotiation as required
                           herein) no party shall have any claim against the
                           other by reason only of failure by the parties to
                           agree the terms of any licence as referred to in
                           Clause 4.

                  10.2.2   Cardiff and Velindre shall as soon as practicable
                           after termination of this Agreement either destroy or
                           return (at Bioenvision's option) all of Bioenvision's
                           Confidential Information (save for reports as defined
                           in Clause 3.2 hereof), and all copies and extracts
                           thereof in its possession and shall certify in
                           writing to Bioenvision that all such information has
                           been destroyed or returned as the case may be.

                  10.2.3   Bioenvision shall as soon as practicable after
                           termination of this Agreement either destroy or
                           return (at Cardiff and Ve1indre's option) all of
                           Cardiff and Velindre's Confidential Information (save
                           for the report as defined in Clause 2.3 hereof) and
                           all copies and extracts thereof in its possession and
                           shall certify in writing to the other parties that
                           all such information has been destroyed or returned
                           as the case may be.


         10.3     The termination of this Agreement for any reason shall be
                  without prejudice to the rights and obligations of the parties
                  thereunder accruing up to and including the date of such
                  termination. Clause 8 shall continue notwithstanding
                  termination of this Agreement.

         11 FORCE MAJEURE

         No party hereto shall be liable nor deemed to be liable to any other
         party for failure or delay in meeting any obligation hereunder due to
         strikes or lockouts (whether of their own employees or those of others)
         acts of God, warfare, flood, acts of government or governmental agency
         or any other cause beyond the control of the party which had a duty to
         perform.


         12 SEVERABILITY

         If any provision of this Agreement is found by any court or
         administrative body of competent jurisdiction to be invalid or
         unenforceable the invalidity or unenforceability of such provision
         shall not affect the other provisions of this Agreement and all
         provisions not affected by such invalidity or unenforceability shall
         remain in full force and effect unless severance of the invalid or
         unenforceable provision would reasonably frustrate the commercial
         purposes of this Agreement. The parties hereby agree to attempt to
         substitute for any invalid or unenforceable provision a valid or
         enforceable provision which achieves to the greatest extent possible
         the economic objectives of the invalid or unenforceable provision
         without itself being invalid or unenforceable.

          13 ASSIGNMENT

         This Agreement shall be binding upon and inure for the benefit of the
         successors of the parties hereto. Save as provided herein neither party
         shall have the right to assign this Agreement or any rights under it to
         any third party without the prior written consent of the other party.

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         14 WAIVER

         The waiver by any party of a breach or default of any of the provisions
         of this Agreement by any other party shall not be construed as a waiver
         of any succeeding breach of the same or other provisions nor shall any
         delay or omission on the part of any party to exercise or avail itself
         of any right power or privilege that it has or may have hereunder
         operate as waiver of any breach or default by any other parry.

         15 NOTICE

         Any notice, consent or other communication authorised or required to be
         given hereunder or for the purposes hereof may be served by any party
         on the other and shall be in writing and sent by personal
"        delivery or by recorded delivery or registered post or fax, in the case
         of personal delivery or post to the addresses of the parties set out
         above or to such other address as may have been notified by any party
         as their address for service and in the case of fax, to the following
         numbers or to such other number as may have been given by any party as
         its fax number for service:
                 Cardiff:         (0) 44 29 20874189
                 Velindre:        (0) 44 29 20694179
                 Bioenvision:     (0) 44 270 839 7570

         Any notice sent by post shall be deemed to have been served five (5)
         days after the time that the same shall have been posted. Any notice
         served by fax shall be deemed to have been served twenty-four hours
         after transmission.

         16 ENTIRE AGREEMENT

         This Agreement constitutes the entire and only Agreement between the
         parties hereto relating to the subject matter hereof and overrides and
         supersedes any prior arrangements or oral discussion between the
         parties.

         17 NO PARTNERSHIP

         Nothing in this Agreement shall create a partnership or joint venture
         between the parties hereto each of whom acts as an independent
         principal and not as the agent or partner of the other and no party
         shall have any authority to enter into any engagements or make any
         representation or warranty on behalf of or pledge the credit of or
         otherwise bind or oblige the other party hereto.

         18 ANNOUNCEMENTS

         Save as required by law or by competent regulatory authority no party
         shall make any public announcements as to the existence of this
         Agreement or as to its contents without the prior written consent of
         the other parties such consent not to be unreasonably withheld.

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         19 LAW

         This Agreement and the rights and duties of the parties hereunder shall
         be governed by and construed in accordance with English law and the
         parties hereby submit to the exclusive jurisdiction of the English
         Courts in all matters relating hereto.

         19 MISCELLANEOUS

         19.1     This Agreement may not be amended, supplemented or otherwise
                  modified except by an instrument in writing executed by all
                  parties hereto with the same formality as this Agreement is
                  executed.

         19.2     Each party hereto shall be responsible for the payment of its
                  own costs (and not those of the other party) in connection
                  with the negotiation preparation and execution hereof.

         19.3     Each party hereto represents and warrants to the other that
                  the signatories hereto for and on behalf of that party have
                  been fully empowered to execute this Agreement on its behalf
                  and that all necessary action has been taken and all
                  requisite approvals have been obtained to authorize such
                  execution.

         19.4     All sums expressed in this Agreement or otherwise payable in
                  accordance with the terms of this Agreement are expressed
                  exclusive of VAT which shall (if due) be payable in addition
                  at the applicable rate from time to time.

IN WITNESS whereof the parties hereto have executed and delivered this Agreement
as a Deed the day and year first above written.

for and on behalf of Velindre NHS Trust

Signed by  /s/
          ----------------------------------


In the presence of: /s/
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for and on behalf of Bioenvision

Signed by /s/
          ----------------------------------


in the presence of: /s/
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for and on behalf of University Collage Cardiff Consultants Limited N.B.B. in
the presence of:-

Signed by  /s/
          ----------------------------------

in the presence of:  /s/
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SCHEDULE I - Heads of Terms for Licence Agreement

1.       Field                  Human and animal disease
2.       Patents/Results,       as defined in the Agreement
3.       Territory              Worldwide
4.       Licensors              UNIVERSITY COLLEGE CARDIFF CONSULTANTS LIMITED
and
                                VELINDRE NHS TRUST
5.       Licensee               BIOENVISION INC.

Licensee to be permitted to grant sub-licences at its discretion ("provided that
all sub-licences terminate automatically upon termination of the head licence")

-        Bioenvision shall ensure that sub-licencees shall abide by the terms of
         the Agreement.

-        Cardiff and Velindre to be promptly notified of any sublicence granted
         by Bioenvision

-        Licensee to use all reasonable endeavours to exploit the
         Results/patent(s)

-        Licensee to pay Licensors 25% of its net receipts arising from any
         sub-licence (net of Licensee's development costs to date and costs in
         entering into sub-licence) granted prior to completion of Phase II
         trials in cancer. Licensee to pay Licensors 15% of its net receipts
         arising from any sub-licence (net of Licensee's development costs to
         date and costs in entering into sub-licence) granted after completion
         of Phase II trials in cancer and prior to submission of an NDA or
         corresponding Product Licence application in a European country.

6.       Prosecution       -Licensee to be responsible for the prosecution and
                           maintenance of any relevant Patents at Licensee's
                           cost.

                           -Licensee to have the express right to take action
                           against infringers of any Patents and/or "passers
                           off" in the name of and with the assistance of the
                           Licensors but at the cost of Licensee; in the event
                           that Licensee recovers any damages/awards such will
                           belong to Licensee.

7.       Option            -Licensee to have "first option" over any Patent(s)
                           in the event that the Licensors wish to assign or
                           transfer such patent(s).

8.       Improvements      -Licensors to notify Licensee of any and all
                           improvements; incremental improvements to be
                           available as of right to Bioenvision at no extra
                           charge beyond existing royalty.

9.       Products          -Licensee to bear product liability risk and
                           indemnify Licensors against any third party product
                           liability claims for damage/personal injury.

                           -Licensors to indemnify Licensee against claims that
                           any patent and/or party intellectual property or
                           other rights.

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10.      Royalties         a rate of 2.5% on net sales of Products by
                           Bioenvision on sales up to $50m per year, Velindre
                           will receive 2% and Cardiff will receive 0.5%, this
                           will rise to 3% on those sales over $50m per year,
                           Velindre to receive 2.5% and Cardiff will receive
                           0.5%.

                           Licensors to have right of access to Licensee's
                           records to verity "net sales value".

11.      Term              Licence to continue for the lifetime of any patents
                           filed pursuant to this Agreement or for 10 years,
                           whichever is the longer. Licensee to have the right
                           to surrender its licence back to Licensors without
                           penalty at any time on not less than 3 months notice.

12.      Indemnity         Bioenvision will obtain and fund patient indemnity
                           for a fixed term (18 months) during the Phase I
                           clinical trial. Additional patient indemnity
                           insurance will be obtained and funded by Bioenvision
                           if a Phase II trial is agreed by the parties
                           according to Clause 2.6.