Exhibit 10.1



                      PHARMACEUTICAL DEVELOPMENT AGREEMENT


         This   PHARMACEUTICAL    DEVELOPMENT   AGREEMENT   (this   "Development
Agreement") is dated as of June 10, 2003 (the "Effective  Date"),  and is by and
between FERRO PFANSTIEHL  LABORATORIES,  INC. ("Ferro  Pfanstiehl"),  a Delaware
corporation, and Bioenvision Inc. ("Bioenvision"), a Delaware corporation.

                                    Recitals

A.       Bioenvision  is engaged in the clinical  development,  production,  and
         sale of Clofarabine, a purine based nucleoside.

B.       Ferro Pfanstiehl has specific  expertise in the development,  contained
         handling,   manufacture,   and   sale  of   nucleoside   based   Active
         Pharmaceutical Ingredients ("API's").

C.       Bioenvision  uses  Clofarabine  as an  ingredient  in its  purine-based
         nucleoside drug products now under clinical investigation.

D.       Ferro  Pfanstiehl and  Bioenvision  desire to enter into a relationship
         for the scale up,  final  development,  CTM  supply  and cGMP  supplier
         qualification  of  the  API  Clofarabine  according  to the  terms  and
         conditions of this Development Agreement.

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
     consideration,  and  intending  to be  bound  legally  by this  Development
     Agreement, Ferro Pfanstiehl and Bioenvision hereby agree as follows:

                                    Agreement

Article 1 - Definitions

1.1      Definitions.  Appendix A to this  Development  Agreement sets forth the
         definitions of certain terms used in this Development Agreement.  Those
         terms shall have the meanings set forth on Exhibit A where used in this
         Development Agreement and identified with initial capital letters.

1.2      Construction.  For purposes of this Development Agreement, except where
         the context otherwise requires:

         (A)      The term "parties" means Bioenvision and Ferro Pfanstiehl.

         (B)      The  term  "person"   includes  any  natural   person,   firm,
                  association,   partnership,   corporation,  limited  liability
                  company,  limited liability partnership,  governmental agency,
                  or other  entity and the term "third  party"  means any person
                  other than the parties and their Affiliates.

         (C)      All currency amounts stated in this Development  Agreement are
                  in United States Dollars.


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         (D)      References  to "days" mean calendar  days.  (If,  however,  an
                  action or  obligation  is due to be  undertaken by or on a day
                  other than a business day, i.e., a Saturday, Sunday, or public
                  holiday,  in New York,  then that action or obligation will be
                  deemed to be due on the next following business day.)

         (E)      When  introducing a series of items,  the term  "including" is
                  not  intended  to limit  the  more  general  description  that
                  precedes the items listed.

         (F)      The  headings of the  Articles  and  Sections are included for
                  convenience  of reference  only and are not intended to affect
                  the meaning of the operative provisions to which they relate.


Article 2 - Development Program

2.1      Development Program. Attached to this Development Agreement as Exhibit
         B is a description of a program (the "Development Program") to develop
         Clofarabine API. The Development Program includes, but is not limited
         to, the following:

         (A) Transfer of validated analytical support methods,

         (B       Development and validation of a residue detection method,

         (C)      Verification of the current process chemistry,

         (D)      Generation   of   laboratory-based   samples  for   analytical
                  comparison with existing API standards,

         (E)      Preparation of a technology transfer summary report,

         (F)      Pilot production of 0.5 Kgs of cGMP API suitable for US and EU
                  CTM use,

         (G)      An ICH-compliant stability study,

         (H)      cGMP  compliant   analytical,   manufacturing,   and  cleaning
                  documentation, and

         (I)      An  engineering  response,  with  unit  operations  definition
                  consistent  with a commercial 5 -10 Kg.  scale-up,  as part of
                  potential supplier qualification program.

2.2      Engagement.   Bioenvision   hereby  engages  Ferro  to  carry  out  the
         Development  Program,  and Ferro  Pfanstiehl  agrees to use  reasonable
         commercial  efforts to carry out,  the  Development  Program  under the
         terms and conditions  set forth in this  Development  Agreement.  Ferro
         Pfanstiehl  will carry out the  Development  Program on Milestone basis
         and  will use its  commercially  reasonable  efforts  to  perform  each
         Milestone Phase in accordance with the Development Program.

2.3      Ferro  Pfanstiehl's  Responsibilities.  In carrying out the Development
         Program, Ferro Pfanstiehl will be solely responsible for the following:


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         (A)      The analytical development services described on Exhibit B,

         (B)      The process chemistry services described Exhibit B,

         (C)      The  regulatory   affairs  and  quality   control   activities
                  described on Exhibit B,

         (D)      The process engineering, project management, and manufacturing
                  support activities described on Exhibit B,

         (E)      Manufacture of intermediate  protected  fluoro-sugar  coupling
                  reagent D-138,

         (F)      Manufacture  of  clinical  trial  material  meeting  all  cGMP
                  requirements as described on Exhibit B, and

         (G)      Preparation of a suitable project Gantt Chart.

2.4      Bioenvision's Responsibilities.  To assist Ferro Pfanstiehl in carrying
         out the Development Program, Bioenvision will -

         (A)      Provide  Ferro  Pfanstiehl,  in a  timely  fashion,  with  all
                  relevant  documentation  and data necessary or appropriate for
                  Ferro   Pfanstiehl   performance   hereunder,   including  all
                  confidential  Information,  documentation and data relating to
                  product safety,  stability,  all analytical  support  methods,
                  analytical  validation reports, drug substance stability data,
                  impurity profiles,  reference  standards,  process development
                  reports,   batch   records  and  the  like   associated   with
                  Clofarabine in  Bioenvision's  possession or in the possession
                  of a third party on behalf of Bioenvision,

         (B)      Ensure that all materials  supplied to Ferro  Pfanstiehl by or
                  on behalf  of  Bioenvision  are  suitable  for use under  this
                  Development  Agreement,  comply with all  applicable  laws and
                  regulations  (including  those  relating to the import of such
                  materials)  and have  received all required  governmental  and
                  regulatory approvals, including customs and FDA approvals,

         (C)      Supply  a  fully  characterized  API  reference  standard  and
                  selected impurity  standards along with samples of the alpha &
                  beta anomers of the protected  clofarabine  coupling  product.
                  and

         (D)      Identify an approved source of 2-chloroadenine.

         Bioenvision will promptly provide such additional support, information,
         and approvals as Ferro Pfanstiehl may reasonably request.

2.5      Reports.  During the Development Program, Ferro Pfanstiehl will provide
         Bioenvision   with  written  reports  on  a  periodic  basis  on  Ferro
         Pfanstiehl's work on the Development  Program and otherwise endeavor to
         keep Bioenvision  reasonably apprised of Ferro Pfanstiehl's progress on
         an informal  basis.  In  addition,  Ferro  Pfanstiehl  will  respond to
         Bioenvision's  reasonable inquiries about the status of the Development
         Program and, if requested,  participate  in periodic  meetings at Ferro
         Pfanstiehl's  facility  to  discuss  Development  Program  results  and
         progress.  In addition,  if requested by Bioenvision,  Ferro Pfanstiehl



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         will  package  and  ship to  Bioenvision  or its  designee  batches  of
         Clofarabine prepared during the Development  Program.  Ferro Pfanstiehl
         will retain  representative  samples from each batch of Clofarabine for
         record keeping, stability testing and other regulatory purposes.

2.6      Program  Cost and Payment.  Bioenvision  will pay Ferro  Pfanstiehl  an
         aggregate fee for the Development Work equal to:

         (A)      A non-refundable "Project Initiation Fee" of $50,000.00 (fully
                  creditable against Milestone Payments) plus

         (B)      Milestone Payments as set forth on Exhibit B.

         Bioenvision  is  paying  Ferro   Pfanstiehl   the  Project   Initiation
         simultaneously  with the  execution  and  delivery of this  Development
         Agreement.  Bioenvision will pay each of the Milestone  Payments Net 30
         days after the completion of each Milestone.


Article 3 - Intellectual Property

3.1      Ferro Pfanstiehl  Intellectual  Property.  The parties  anticipate that
         Ferro  Pfanstiehl  will use its own  intellectual  property (the "Ferro
         Pfanstiehl   Intellectual  Property")  in  developing  Clofarabine  for
         purine-based nucleoside drug products under this Development Agreement.
         Some of such Ferro Pfanstiehl  Intellectual Property may be embodied in
         patents owned by or assigned to Ferro Pfanstiehl (the "Ferro Pfanstiehl
         Patents") and some of such  technology may represent  Ferro  Pfanstiehl
         trade  secrets and know how (the "Ferro  Pfanstiehl  Trade  Secrets and
         Know How").  The following  provisions  will apply to Ferro  Pfanstiehl
         Intellectual Property:

         (A)      Generally.  Ferro  Pfanstiehl will retain its ownership of and
                  all of its rights in and to all Ferro Pfanstiehl  Intellectual
                  Property,  whether or not such Ferro  Pfanstiehl  Intellectual
                  Property  is  one  of  the   resources   used  in   developing
                  Clofarabine under this Development Agreement.  Nothing in this
                  Development  Agreement  shall be deemed to be a conveyance  of
                  any Ferro Pfanstiehl  Intellectual  Property to Bioenvision or
                  any other party.

         (B)      Use  of  Ferro   Pfanstiehl   Intellectual   Property.   Ferro
                  Pfanstiehl hereby grants  Bioenvision a limited,  royalty-free
                  right and  license to use such Ferro  Pfanstiehl  Intellectual
                  Property  as may be needed by  Bioenvision  to make use of the
                  Clofarabine   API  developed   pursuant  to  the   Development
                  Agreement,  but such right and license shall not extend to any
                  use of Ferro  Pfanstiehl  Intellectual  Property not necessary
                  for such use. Ferro Pfanstiehl hereby  authorizes  Bioenvision
                  to list  (within  the  meaning  of the  FD&C  Act)  the  Ferro
                  Pfanstiehl patents.

         (C)      Protection  of Trade Secrets and  Know-How.  Ferro  Pfanstiehl
                  will use its best efforts to identify technology to be used by
                  Ferro  Pfanstiehl  and/or  Bioenvision  in the  development of
                  Clofarabine  under  this  Development   Agreement  that  Ferro
                  Pfanstiehl deems to be Ferro Pfanstiehl Trade Secrets and Know
                  How. With respect to Ferro  Pfanstiehl  Trade Secrets and Know
                  How,


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                  (1)      Bioenvision  acknowledges  that the Ferro  Pfanstiehl
                           Trade  Secrets and Know How are the property of Ferro
                           Pfanstiehl  and are  treated by Ferro  Pfanstiehl  as
                           confidential business information.

                  (2)      Bioenvision  will  treat the Ferro  Pfanstiehl  Trade
                           Secrets and Know How as confidential and will protect
                           the Ferro  Pfanstiehl  Trade  Secrets and Know How in
                           the same  manner  and with  the same  degree  of care
                           Bioenvision  protects its own trade secrets and other
                           confidential business information.

                  (3)      Bioenvision  will  use  the  Ferro  Pfanstiehl  Trade
                           Secrets and Know How only for purposes of  developing
                           applications of Clofarabine API.

                  (4)      Except as required by law,  Bioenvision will disclose
                           Ferro  Pfanstiehl  Trade Secrets and Know How only to
                           those of  Bioenvision's  employees who need access to
                           the Ferro  Pfanstiehl Trade Secrets in order to carry
                           out  Bioenvision's  responsibilities  with respect to
                           Bioenvision's    application   to   Clofarabine,    a
                           purine-based nucleoside drug product, and Bioenvision
                           will not disclose any of the Ferro  Pfanstiehl  Trade
                           Secrets  and Know How to any  other  parties  without
                           prior  approval  of Ferro  Pfanstiehl  for any  other
                           purpose.

3.2      Bioenvision   Intellectual   Property.   The  parties  anticipate  that
         Bioenvision  may make available  certain  proprietary  technology  (the
         "Bioenvision  Intellectual  Property")  relating to the  development of
         Clofarabine  API  under  this  Development  Agreement.   Some  of  such
         Bioenvision  Intellectual  Property may be embodied in patents owned by
         or licensed to Bioenvision  (the  "Bioenvision  Patents") or patents or
         other  Intellectual  Property that is due to Bioenvision under existing
         agreements with third parties and some of such technology may represent
         Bioenvision trade secrets and know how (the "Bioenvision  Trade Secrets
         and Know How").  The  following  provisions  will apply to  Bioenvision
         Intellectual Property:

         (A)      Generally. Bioenvision will retain its ownership of and all of
                  its  rights in and to all  Bioenvision  Intellectual  Property
                  whether or not such Bioenvision  Intellectual  Property is one
                  of the resources used by Ferro  Pfanstiehl in the  development
                  of of Clofarabine. Nothing in this Development Agreement shall
                  be deemed to be a conveyance of any  Bioenvision  Intellectual
                  Property to Ferro Pfanstiehl or any other person.

         (B)      Use of Bioenvision  Intellectual Property.  Bioenvision hereby
                  grants  Ferro  Pfanstiehl  a limited,  royalty-free  right and
                  license  to  use  Bioenvision  Intellectual  Property  in  the
                  development of Clofarabine  under this Development  Agreement,
                  but such right and  license  shall not extend to any other use
                  of Bioenvision Intellectual Property.

         (C)      Protection  of Trade  Secrets.  Bioenvision  will use its best
                  efforts to identify  technology to be used by Ferro Pfanstiehl
                  and/or  Bioenvision  in  connection  with the  development  of
                  Clofarabine under this Development  Agreement that Bioenvision
                  deems to be  Bioenvision  Trade  Secrets  and Know  How.  With
                  respect to Bioenvision Trade Secrets and Know How,


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                  (1)      Ferro  Pfanstiehl  acknowledges  that the Bioenvision
                           Trade  Secrets  and  Know  How  are the  property  of
                           Bioenvision   and  are  treated  by   Bioenvision  as
                           confidential business information.

                  (2)      Ferro  Pfanstiehl  will treat the  Bioenvision  Trade
                           Secrets and Know How as confidential and will protect
                           the Bioenvision  Trade Secrets in the same manner and
                           with  the  same  degree  of  care  Ferro   Pfanstiehl
                           protects its own trade secrets and other confidential
                           business information.

                  (3)      Ferro  Pfanstiehl  will  use  the  Bioenvision  Trade
                           Secrets  and Know How only for  purposes  of carrying
                           out Ferro Pfanstiehl's  responsibilities  relating to
                           Clofarabine API under this Development Agreement.

                  (4)      Except as  required  by law,  Ferro  Pfanstiehl  will
                           disclose  Bioenvision Trade Secrets and Know How only
                           to  those  of  Ferro  Pfanstiehl  employees  who need
                           access to the Bioenvision  Trade Secrets and Know How
                           in order for Ferro Pfanstiehl Pfanstiehl to carry out
                           its responsibilities  with respect to the development
                           of Clofarabine and Ferro Pfanstiehl will not disclose
                           any of the Bioenvision  Trade Secrets and Know How to
                           any other person or for any other purpose.

3.3      Jointly Developed Intellectual Property.

         (A)      FPL  Property.  Bioenvision  acknowledges  that FPL  possesses
                  certain  inventions,   processes,   know-how,  trade  secrets,
                  improvements,  other intellectual properties and other assets,
                  including   certain   procedures  and   techniques,   computer
                  technical  expertise,   software,   and  technical  conceptual
                  expertise  in  the  area  of  general  drug   development  and
                  manufacturing,  that have been independently  developed by FPL
                  without  the  benefit  of  any  information  provided  by,  or
                  intellectual   property  owned  or  licensed  by,  Bioenvision
                  (collectively  "FPL  Property").  All  FPL  Property  and  all
                  improvements  thereto  which are used,  improved,  modified or
                  developed by FPL under or during the term of this  Development
                  Agreement  are, will be and will remain the sole and exclusive
                  property of FPL.

         (B)      Ownership  and  Rights  to  Inventions  and  Technology,   All
                  inventions,  technology and  information,  whether  patentable
                  and/or  licensable  or not (other than those  described  under
                  Subsection  3.3(A)  above  that  are the  sole  and  exclusive
                  property of FPL pursuant to such Section) that are  conceived,
                  reduced to practice or created solely by FPL and/or its agents
                  during the  performance of this  Agreement,  or created by FPL
                  and/or its agents in conjunction with  Bioenvision,  shall, in
                  each case, be owned by Bioenvision;  provided,  however,  that
                  Bioenvision   shall   grant  and   hereby   grants  to  FPL  a
                  royalty-free,  non-exclusive,  world-wide, irrevocable license
                  to  practice  any  such   Bioenvision   owned   technology  to
                  manufacture  clofarabine  during the term of this  Development
                  Agreement.

3.4      Protection  of Trade Secrets and Know How. Each party will use its best
         efforts to maintain  the  confidentiality  of Jointly  Developed  Trade
         Secrets and Know How and to preserve  available trade secret protection
         afforded to such


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         Jointly  Developed  Trade  Secrets and Know How.  Without  limiting the
         generality of the foregoing,

         (A)      Each party will treat the Jointly  Developed Trade Secrets and
                  Know  How  as  confidential   and  will  protect  the  Jointly
                  Developed  Trade  Secrets  and Know How in the same manner and
                  with the same degree of care such party protects its own trade
                  secrets and other confidential business information.

         (B)      Each party will use the Jointly  Developed  Trade  Secrets and
                  Know How only as permitted under this Development Agreement.

         (C)      Except as required by law,  each party will  disclose  Jointly
                  Developed  Trade  Secrets  and  Know How only to those of such
                  party's  employees  who need access to the  Jointly  Developed
                  Trade  Secrets  and Know  How in  order  to use  such  Jointly
                  Developed  Trade Secrets and Know How as permitted  under this
                  Development Agreement and will not disclose any of the Jointly
                  Developed  Trade  Secrets  to any other  person  for any other
                  purpose.

3.5      Warranties.  The parties hereby represent and warrant to each other the
         following:

         (A)      Bioenvision   Warranty.   Bioenvision  hereby  represents  and
                  warrants to Ferro Pfanstiehl that Bioenvision,  its Affiliates
                  and/or  its  licensee  have  unencumbered   ownership  of  the
                  Bioenvision  Intellectual  Property (as defined above) and the
                  unrestricted  right to disclose such Bioenvision  Intellectual
                  Property to Ferro  Pfanstiehl as provided in this  Development
                  Agreement,  and the full and  unrestricted  right to convey to
                  Ferro  Pfanstiehl  rights  in  the  Bioenvision   Intellectual
                  Property set forth in this Article 3.

         (B)      Ferro Pfanstiehl Warranty.  Ferro Pfanstiehl hereby represents
                  and  warrants  to  Bioenvision   that  Ferro   Pfanstiehl  has
                  unencumbered  ownership of the Ferro  Pfanstiehl  Intellectual
                  Property  (as  defined  above) and the  unrestricted  right to
                  disclose  such  Ferro  Pfanstiehl   Intellectual  Property  to
                  Bioenvision as provided in this Development Agreement, and the
                  full and unrestricted right to convey to Bioenvision rights in
                  the Ferro Pfanstiehl  Intellectual  Property set forth in this
                  Article 3.


Article 4 - Confidentiality

4.1      Confidential  Information.  For purposes of this Development Agreement,
         the term "Confidential  Information" means the information disclosed by
         one party (the  "Disclosing  Party") to the other party (the "Receiving
         Party") that the Disclosing Party  identifies as confidential  business
         information in the ordinary course conduct of its business.

4.2      Exclusions.  Notwithstanding  Section 4.1 above, the term "Confidential
         Information"  does not include any  information  a Receiving  Party can
         demonstrate -

         (A)      Was already known by the Receiving  Party when the  Disclosing
                  Party disclosed it to the Receiving Party,


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         (B)      Is publicly  known or comes into the public  domain  without a
                  breach by the Receiving Party of the Receiving  Party's duties
                  under this Development Agreement,

         (C)      Is subsequently  independently  conceived or discovered by the
                  Receiving  Party  or  its  employees  without  access  to  the
                  Confidential Information, or

         (D)      Is  subsequently  disclosed to the Receiving  Party by another
                  person who is not under an  obligation  of  confidence  to the
                  Disclosing Party.

4.3.     Protection of Confidential Information. Each party as a Receiving Party
         acknowledges  that the Confidential  Information is the property of the
         Disclosing Party and is treated by the Disclosing Party as confidential
         business  information.  The Receiving Party will treat the Confidential
         Information  as   confidential   and  will  protect  the   Confidential
         Information  in the same  manner  and with the same  degree of care the
         Receiving  Party protects its own trade secrets and other  confidential
         business information.

4.4      Disclosure of  Confidential  Information.  Except as required by law, a
         Receiving  Party will  disclose the  Confidential  Information  only to
         those of its employees who need access to the Confidential  Information
         in order for the Receiving Party to perform its obligations  under this
         Development Agreement. The Receiving Party will not disclose any of the
         Confidential  Information  to any other  person or entity  without  the
         Disclosing Party's written permission.

4.5      Return or  Destruction.  At the end of the  Term,  unless  the  parties
         otherwise agree in writing,  the Receiving Party will  immediately stop
         using Confidential Information and, if the Disclosing Party so requests
         in  writing,  promptly  return to the  Disclosing  Party or destroy all
         records   (whether  in  written   form  or  other   media)   containing
         Confidential  Information.  The Receiving  Party may,  however,  retain
         records that  demonstrate  the Receiving  Party's full  compliance with
         this  Development  Agreement if such retained records are used only for
         that purpose.


Article 5 - Certain Representations and Warranties

5.1      Ferro Pfanstiehl's  Respresentations  and Warranties.  Ferro Pfanstiehl
         represents and warrants to Bioenvision that -

         (A)      Ferro  Pfanstiehl  has the full legal power and  authority  to
                  execute,  deliver  and  perform  its  obligations  under  this
                  Development Agreement,

         (B)      Ferro   Pfanstiehl  will  engage  and  employ   professionally
                  qualified personnel to carry out the Development Program,

         (C)      Ferro Pfanstiehl will use its commercially  reasonable efforts
                  to successfully  complete the Development Program according to
                  the Development Program schedule, and

         (D)      Ferro Pfanstiehl will comply, in all material  respects,  with
                  all  applicable  laws in the  performance  of its  obligations
                  under this Development Agreement.


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         Bioenvision  acknowledges,  however, that since the Development Program
         is of a developmental or research nature,  there can be no guarantee of
         complete  technical   success,   and  Ferro  Pfanstiehl  has  given  no
         guarantee, that the Development Program will be successfully completed,
         or successfully  completed within the contemplated time frame,  despite
         Ferro Pfanstiehl commercially reasonable efforts to do so. Accordingly,
         Ferro Pfanstiehl will not be deemed to be in breach of this Development
         Agreement solely because it fails to complete the Development Program.

5.2      Bioenvision's  Respresentations and Warranties.  Bioenvision represents
         and warrants to Ferro Pfanstiehl that -

         (A)      Bioenvision has the full legal power and authority to execute,
                  deliver  and perform its  obligations  under this  Development
                  Agreement,

         (B)      Bioenvision  has the  unencumbered  legal right to deliver the
                  Clofarabine  Information and the Bioenvision Property to Ferro
                  Pfanstiehl as provided in this Development Agreement,

         D)       Bioenvision will comply,  in all material  respects,  with all
                  applicable laws in the  performance of its  obligations  under
                  this Development Agreement.

5.3      Disclaimer. The warranties provided in ARTICLE 3 AND this Article 5 are
         the only  warranties  EITHER PARTY has given TO THE OTHER  PARTY.  Such
         warranties  are  IN  LIEU  OF  all  other  representations,   or  other
         warranties  INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
         FOR  INTENDED  USE AND/OR  INFRINGEMENT,  that EITHER  PARTY might have
         given or which  might  be  provided  or  implied  by law or  commercial
         practice, which other warranties ARE HEREBY EXCLUDED.

Article 6 - Term and Termination

6.1      Term.  Unless  earlier  terminated or cancelled in accordance  with the
         provisions  of this Article 6, the term of this  Development  Agreement
         (the  "Term")  will  begin the  Effective  Date and will end when Ferro
         Pfanstiehl has completed the  Development  Program or, if earlier,  the
         date  when  this  Development  Agreement  is  terminated  or  cancelled
         pursuant  to this  Article 6. If,  however,  Ferro  Pfanstiehl  has not
         completed  the  Development  Program by December  31,  2007,  then this
         Development  Agreement will  automatically  terminate  without  further
         action by either party.

6.2      Termination  by Mutual  Agreement.  This Agreement may be terminated at
         any time upon mutual  written  agreement  between the parties  provided
         such  termination is in a written  document signed by both parties that
         refers specifically to this Section 6.2.

6.3      Cancellation  for Default.  This  Agreement  may be cancelled by either
         party in the event of a Default by the other party.  A "Default"  shall
         be deemed to have occurred when:

         (A)      A  party   breaches  its  material   obligations   under  this
                  Development Agreement,



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         (B)      The other party gives the breaching  party  written  notice of
                  breach in sufficient  detail to apprise the breaching party of
                  the scope and extent of the  alleged  breach and  specifically
                  referring to this Section 6.3,

         (C)      After  having   received  such  written  breach  notice,   the
                  breaching  party fails to cure such default within 10 days (in
                  the  case of a  failure  by  Bioenvision  to pay  any  amounts
                  hereunder  when  due),  90 days (in the  case of a  breach  of
                  Bioenvision's  representation and warranty in Section 8.3), or
                  30 days (in the case of any other breach), provided,  however,
                  if a  breach  is  incapable  of cure  within  30 days  and the
                  breaching  party  certifies to the other party in writing that
                  it is working  diligently  to cure such  breach,  such  30-day
                  period will be extended to for an additional 30 days, and

         (D)      The other  party  delivers a written  notice of default to the
                  breaching party.

         In such  case,  this  Development  Agreement  will be deemed  cancelled
         effective  with the delivery of a default  notice under Section  8.3(D)
         above.  Cancellation  of this  Development  Agreement  pursuant to this
         Section 8.3 shall not affect any other rights or remedies, which may be
         available to either party.

6.4      Bankruptcy;  Insolvency.  Either party may terminate  this  Development
         Agreement upon the occurrence of either of the following:

         (A)      The entry of a decree or order  for  relief by a court  having
                  jurisdiction  in the premises in respect of the other party in
                  an involuntary case under the Federal  Bankruptcy Code, as now
                  constituted  or  hereafter  amended,  or any other  applicable
                  Federal  or  state  insolvency  or other  similar  law and the
                  continuance  of any  such  decree  or order  un-stayed  and in
                  effect for a period of 60  consecutive  days  (other  than any
                  such case which was initiated,  directly or indirectly, by the
                  party attempting to cancel this  Development  Agreement or any
                  Affiliates thereof); or

         (B)      The filing by such party of a  petition  for relief  under the
                  Federal  Bankruptcy  Code,  as now  constituted  or  hereafter
                  amended,  or any other applicable  federal or state insolvency
                  or other similar law.

6.5      Rights and Duties on Termination or  Cancellation.  Upon termination or
         cancellation of this Development Agreement -

         (A) Ferro Pfanstiehl will, as promptly as practicable -

                  (1) Cease work on the Development Program, and

                  (2)      Turn over to Bioenvision  all results and information
                           obtained during the Development  Program  (whether in
                           written or  electronic  form) which are then in Ferro
                           Pfanstiehl's possession.

         (B)      Bioenvision  will promptly pay or reimburse  Ferro  Pfanstiehl
                  for  all   undisputed   fees,   expenses   and   uncancellable
                  obligations  incurred  hereunder  through  the  date  of  such
                  termination or cancellation.

         (C)      At Ferro Pfanstiehl option,


<PAGE>



                  (1)      The parties  will  promptly  agree on a procedure  by
                           which  possession of any  equipment  located at Ferro
                           Pfanstiehl  facility that is paid for by  Bioenvision
                           is given to Bioenvision (with Bioenvision  paying all
                           reasonable  costs associated with the removal of such
                           equipment,   including  Ferro  Pfanstiehl's  facility
                           restoration costs), or

                  (2)      Ferro  Pfanstiehl  may purchase all or any portion of
                           such equipment from Bioenvision by paying Bioenvision
                           the depreciated (calculated on a straight-line basis)
                           book value thereof.

         (D)      The obligations of confidentiality  and restrictions on use of
                  Confidential  Information in this  Development  Agreement will
                  survive.

Article 7 - Indemnification

7.1      Indemnification  of  Bioenvision.  Ferro  Pfanstiehl will indemnify and
         defend Bioenvision, and hold Bioenvision harmless from and against, any
         costs,   expenses  (including   reasonable  attorneys'  fees),  losses,
         damages,  or liabilities  resulting from a claim of physical  damage to
         property of third parties or injury to persons  ("Losses")  proximately
         caused by the gross negligence, recklessness, or intentional wrongdoing
         of Ferro Pfanstiehl or its directors, officers, agents, representatives
         or permitted assigns while engaged in activities under this Development
         Agreement.   Ferro  Pfanstiehl  will  likewise   indemnify  and  defend
         Bioenvision,s directors, officers, agents, representatives or permitted
         assigns,  and hold the same  harmless  from  and  against,  any  Losses
         proximately   caused  by  the  gross   negligence,   recklessness,   or
         intentional wrongdoing of Ferro Pfanstiehl or its directors,  officers,
         agents,   representatives   or  permitted   assigns  while  engaged  in
         activities under this Development Agreement.

7.2      Indemnification  of Ferro  Pfanstiehl.  Bioenvision  will indemnify and
         defend Ferro  Pfanstiehl,  and hold Ferro Pfanstiehl  harmless from and
         against,  any  Losses  proximately  caused  by  the  gross  negligence,
         recklessness,   or   intentional   wrongdoing  of  Bioenvision  or  its
         directors, officers, agents, representatives or permitted assigns while
         engaged in activities  under this  Development  Agreement.  Bioenvision
         will  likewise  indemnify  and  defend  Ferro  Pfanstiehl's  directors,
         officers,  agents,  representatives or permitted assigns,  and hold the
         same harmless from and against,  any Losses  proximately  caused by the
         gross   negligence,   recklessness,   or   intentional   wrongdoing  of
         Bioenvision  or its directors,  officers,  agents,  representatives  or
         permitted  assigns while engaged in activities  under this  Development
         Agreement.

7.3      Special  Indemnity.   Bioenvision  represents  and  warrants  to  Ferro
         Pfanstiehl that the  development,  production,  and sale of Clofarabine
         will not  infringe the rights of any third  party,  including,  without
         limitation,  any  rights of ILEX  Oncology,  Inc.,  Sourthern  Research
         Institute  or  their  respective   affiliates.   Without  limiting  the
         generality of the indemnity contained in Section 7.2 above, Bioenvision
         will indemnify and defend Ferro  Pfanstiehl,  and hold Ferro Pfanstiehl
         harmless from and against,  any Losses proximately caused by the actual
         or  alleged  infringement  of any  patent  application,  patent,  trade
         secret, or other  intellectual  property right of third parties arising
         out of the development,  manufacture,  use, or sale by Ferro Pfanstiehl
         of Clofarabine for Bioenvision under this Development Agreement.




<PAGE>



Article 8 - Dispute Resolution

If the  parties  ever have a  dispute  involving  their  respective  rights  and
obligations under this Development  Agreement,  then the parties will attempt to
resolve such dispute as follows:

8.1      Dispute Notice.  Either Ferro Pfanstiehl or Bioenvision may at any time
         deliver to the other a written  dispute  notice  setting  forth a brief
         description  of the issues for which such notice  initiates the dispute
         resolution  mechanism set forth in this Article 8. Such dispute  notice
         shall also specify the  provision  or  provisions  of this  Development
         Agreement and the facts or circumstances,  in reasonable  detail,  that
         are the subject matter of the dispute.

8.2      Informal Negotiations. During the 30-day period following delivery of a
         dispute  notice  described in Section 8.1, the parties will cause their
         representatives  to  meet  and  seek  to  resolve  the  disputed  items
         cordially through informal negotiations

8.3      Dispute Resolution  Proceedings.  If representatives of the parties are
         unable to resolve  disputed  items  through the  informal  negotiations
         described  in  Section  8.3,  then  within 30 days  after the  informal
         negotiation  period the  parties  will refer the  disputed  issues to a
         dispute resolution panel for final resolution as follows:


         (A)      Designation of  Representatives.  Within seven days after such
                  informal  negotiation period, Ferro Pfanstiehl and Bioenvision
                  will each designate one representative to serve on the dispute
                  resolution  panel.  (If  either  party  fails  or  refuses  to
                  designate  a  representative,  then the  other  party  will be
                  entitled to have a representative  appointed for such party by
                  the CPR Institute.)

         (B)      Selection   of   Neutral.   Promptly   after  they  have  been
                  designated,  the  designated  representatives  will  meet  and
                  select a neutral person (the  "Neutral") to serve as the third
                  member of the  dispute  resolution  panel.  If the  designated
                  representatives  of parties  cannot  agree on a Neutral,  then
                  either  representative may request the CPR Institute to select
                  the Neutral.

         (C)      Procedures and Process. At the time the matter is referred to
                  the dispute resolution panel, Ferro Pfanstiehl and Bioenvision
                  will jointly establish the procedures to be followed with
                  respect to the presentation of the parties' respective
                  positions and the process by which the dispute resolution
                  panel will reach and render its decision on the disputed
                  issues. If Ferro Pfanstiehl and Bioenvision cannot agree on
                  such procedures and processes, then the Neutral will establish
                  such procedures and process, which will, in all events, be
                  consistent with the foregoing.

         (D)      Decision. The dispute resolution panel will act by majority
                  vote. The dispute resolution panel will base its decision on
                  applicable provisions of this Development Agreement or, if the
                  provisions of


<PAGE>



                  this  Development  Agreement  do not resolve  the  matter,  on
                  general  principles of substantive  Delaware law. (The dispute
                  resolution panel may, if it so desires, seek the opinion of an
                  attorney  licensed to practice law in the State of Delaware on
                  any  matter  of  substantive  Delaware  law on which the panel
                  desires clarification.)


Article 9 - Force Majeure

9.1      Effect of an Event of Force Majeure. Neither party shall be held liable
         or  responsible  for any loss or damages  resulting from any failure or
         delay in its  performance  due  hereunder  (other  than the  payment of
         money) caused by an Event of Force Majeure.

9.2      Notice of Force Majeure.  If either party is delayed or rendered unable
         to perform due to an Event of Force  Majeure,  the affected party shall
         give  notice of the same and its  expected  duration to the other party
         promptly  after the  occurrence of the cause relied upon,  and upon the
         giving of such notice the  obligations  of the party  giving the notice
         will  be  suspended  during  the  continuance  of  the  Force  Majeure;
         provided,  however, such party shall take commercially reasonable steps
         to  remedy  the  Force  Majeure  with  all  reasonable  dispatch.   The
         requirement that Force Majeure be remedied with all reasonable dispatch
         shall not require the settlement of strikes or labor  controversies  by
         acceding to the demands of the opposing party.


Article 10 - Notices

All notices,  requests and other communications under this Development Agreement
shall be in  writing  and shall be deemed to have been duly given at the time of
receipt if delivered by hand or communicated by electronic transmission,  or, if
mailed,  three days after mailing  registered or certified mail,  return receipt
requested, with postage prepaid:

<TABLE>
<S>          <C>                                       <C>
             If to Bioenvision, to:                    Bioenvision, Inc.
                                                       509 Madison Avenue, Suite 404
                                                       New York, New York 10022

                                                       Attention:        CEO and
                                                                         General Counsel

                                                       Telefax:          1.212.750.6777

             If to Ferro Pfanstiehl, to:               Ferro Pfanstiehl Laboratories, Inc.
                                                       1219 Glen Rock Avenue
                                                       Waukegan, Illinois 60085

                                                       Attention:        General Manager

                                                       Telefax:          1.847.623.9173
</TABLE>



<PAGE>


<TABLE>
<S>          <C>                                       <C>

                      With a copy to:                  Ferro Pfanstiehl Laboratories, Inc.
                                                       1000 Lakeside Avenue
                                                       Cleveland, Ohio 44114
                                                       USA

                                                       Attention:        General Counsel

                                                       Telefax:          1.216.875.7275
</TABLE>

         Either party may change its notice address above to a different address
by giving the other party written notice of such change.


                           Article 11 - Miscellaneous

11.1     Independent   Contractor.   Ferro   Pfanstiehl  will  perform  services
         hereunder only as an independent  contractor,  and nothing herein shall
         be construed to be inconsistent with such relationship or status. Under
         no circumstances shall Ferro Pfanstiehl be considered to be an employee
         or agent of Bioenvision.

11.2     Publicity. Any press release, publicity or other form of public written
         disclosure related to this Development  Agreement prepared by one party
         shall be  submitted  to the other party prior to release for  approval,
         which  approval shall not be  unreasonably  withheld or delayed by such
         other party.

11.3     Severability.  If any  provision of this  Development  Agreement  shall
         finally be  determined  to be  unlawful,  then such  provision  will be
         deemed to be severed from this Development  Agreement and replaced by a
         lawful  provision  which  carries  out,  as  closely as  possible,  the
         intention  of  the  parties  and   preserves   the   economic   bargain
         contemplated by this Development  Agreement and, in such case, each and
         every other provision of this Development Agreement will remain in full
         force and effect.

11.4     Assignment.  Neither  party may assign any right or  delegate  any duty
         under this  Development  Agreement  without the written approval of the
         other party;  provided,  however,  that  Bioenvision  may, without such
         consent,  assign this  Development  Agreement  in  connection  with the
         transfer  or  sale of all or  substantially  all of its  assets  or the
         merger or other business  combination with, to, or into another entity,
         and either party may assign Development  Agreement to it parent company
         or a company  under the  common  control  of its  parent  company.  Any
         purported  assignment in violation of the preceding  sentence  shall be
         void. Any permitted assignee will be required to assume all obligations
         of its assignor under this Development  Agreement.  No assignment shall
         relieve  either  party of  responsibility  for the  performance  of any
         obligation,   which  accrued  prior  to  the  effective  date  of  such
         assignment.

11.5     Subcontractors.  Ferro Pfanstiehl may use subcontractors to perform any
         part of this Development  Agreement,  provided such  subcontractors are
         bound by a  confidentiality  agreement  with Ferro  Pfanstiehl and meet
         such other  quality  standards  as may be  imposed on Ferro  Pfanstiehl
         under this  Development  Agreement  (for example,  without  limitation,
         Ferro Pfanstiehl may, at its option, have cleaning verification/methods
         validation performed by a CGMP compliant laboratory).



<PAGE>



11.6     Governing  Law.  This  Development  Agreement  will be  governed by and
         construed in accordance with the internal  substantive laws of State of
         Delaware, without giving effect to such state's principles of conflicts
         of laws..

11.7     Headings.   Paragraph   headings  and  captions  used  herein  are  for
         convenience of reference only and shall not be used in the construction
         or interpretation of this agreement.

11.8     Waiver.  Neither party's waiver of any breach or failure to enforce any
         of the terms and conditions of this Development Agreement, at any time,
         shall in any way affect,  limit or waive such party's right  thereafter
         to enforce and compel strict  compliance  with every term and condition
         of this Development Agreement.

11.9     Construction.  This Devleopment  Agreement has been jointly prepared on
         the basis of the mutual  understanding  of the parties and shall not be
         construed  against  either  party by reason of such  party's  being the
         drafter hereof or thereof.

11.10    Exhibits.  The Exhibits to this Development  Agreement form an integral
         part of this  Development  Agreement and are hereby  incorporated  into
         this Development Agreement by this reference.

11.11    Counterparts.  More than one counterpart of this Development  Agreement
         may  be  executed  by the  parties  hereto,  and  each  fully  executed
         counterpart  shall be  deemed an  original  without  production  of the
         others.

11.12    Complete Agreement.  This Development  Agreement and the Pharmaceutical
         Supply Agreement  between the parties,  dated thedate hereof,  together
         set forth the entire  understanding  of the parties hereto with respect
         to the  subject  matter  hereof and  thereof  and  supercede  all prior
         letters    of    intent,    agreements,    undertakes,    arrangements,
         communications,   representations,   or  warranties,  whether  oral  or
         written,  by any officer,  employee,  or representative of either party
         relating thereto.

         To evidence  their  agreement as stated  above,  BIOENVISION,  INC. and
FERRO  PFANSTIEHL  LABORATORIES,  INC.,  have each caused their  respective duly
authorized  directors,  officers,  or attorneys  to execute this  PHARMACEUTICAL
DEVELOPMENT AGREEMENT as of the date first above written.

<TABLE>
<S>      <C>                                                         <C>
                       BIOENVISION, INC.                                   FERRO PFANSTIEHL LABORATORIES, INC.

                                                                                    /S/ PETER THOMAS
                        /S/ DAVID LUCI
  By:                                                          By:
         ----------------------------------------------              ------------------------------------------------
                          David Luci                                                  Peter Thomas
                     Director of Finance,                                      Worldwide Business Director
                        General Counsel                                     Pharmaceuticals & Fine Chemicals
</TABLE>




<PAGE>



                                    EXHIBIT A
                                    ---------

                                   Definitions
                                   -----------

         The following terms identified with initial capital letters are defined
in the following Sections of this Development Agreement:


Term                                                        Cross Reference


API's    ...................................................Recital B


Bioenvision ................................................Preamble


Bioenvision Field of Use ...................................Section 3.3(B)(5)(a)


Bioenvision Intellectual Property ..........................Recital 3.2


Bioenvision Patents ........................................Section 3.2


Bioenvision Trade Secrets and Know How .....................Recital 3.2


Confidential Information ...................................Section 4.1


Development Agreement ......................................Preamble


Development Program ........................................Section 2.1


Disclosing Party ...........................................Section 4.1


Effective Date .............................................Preamble


Event of Force Majeure......................................Section 9.3


Ferro Pfanstiehl ...........................................Preamble


Ferro Pfanstiehl Field of Use ..............................Section 3.3(B)(5)(b)


Ferro Pfanstiehl Intellectual Property .....................Section 3.1


Ferro Pfanstiehl Patents ...................................Section 3.1


Ferro Pfanstiehl Trade Secrets and Know How ................Section 3.1


Joint Development Trade Secrets and Know How ...............Section 3.3


Jointly Developed Intellectual Property ....................Section 3.3


Jointly Developed Patentable Inventions  ...................Section 3.3


Jointly Developed Patents ..................................Section 3.3(B)(4)


Milestone Payments .........................................Section 2.6(B)


Neutral ....................................................Sectopm 8.3(B)


Project Initiation Fee .....................................Section 2.6(A)


Receiving Party ............................................Section 4.1


Term .......................................................Section 6.1

         In addition  the  following  term or terms shall have the  meanings set
forth below where used in this Development Agreement and identified with initial
capital letters:


<PAGE>



Term                                          Meaning

Event of Force Majeure                        Any event  beyond  the  reasonable
                                              control of the party  assert  such
                                              an event, including events such as
                                              wars,   insurrection,    acts   of
                                              terrorism,             lightening,
                                              earthquakes,     fires,    floods,
                                              strikes,    lockouts   and   other
                                              similar or dissimilar causes.



<PAGE>





                                    EXHIBIT B
                                    ---------

1.       Background:  Bioenvision  is developing  Clofarabine as a potential New
         Chemical  Entity (NCE).  Bioenvision has indicated that the Clofarabine
         drug product,  both alone and in combination  with other oncolytics and
         adjuvants,  is currently  undergoing  extensive  clinical  trials as an
         oncolytic for the treatment of various cancer-related disease states.

2.       Technical  Package:  Under a secrecy agreement with Bioenvision,  Ferro
         Pfanstiehl  has received and  reviewed an extensive  technical  package
         provided  to Ferro  Pfanstiehl  by Ilex on  behalf  of  Bioenvision  on
         November 19, 2002.  The scope of required  activities  included in that
         technical package included the following:

         a. Transfer of developmental & validated analytical support methods,

         b.       Development and validation of a residue detection method,

         c.       Verification  of  the  current  process  chemistry  &  further
                  process development per i. below,

         d.       Generation   of   laboratory-based   samples  for   analytical
                  comparison with existing API standards,

         e.       Preparation of a technology transfer summary report,

         f.       Pilot production of approximately 0.5 Kgs of cGMP API suitable
                  for US and EU CTM use,

         g.       An ICH-compliant stability study,

         h.       cGMP  compliant   analytical,   manufacturing,   and  cleaning
                  documentation, and

i.                An  engineering  response,  with  unit  operations  definition
                  consistent  with a commercial 5 -10 Kg.  scale-up,  as part of
                  potential supplier qualification program.

                     j. Prepare and submit DMF or EU equivalent supporting
Bioenvision IND's

3.       Development  Goals:  The  project  development  goals  for the scope of
         process development work include the following:

         a.       Assessment of solvent  exchange  during  preparation  of crude
                  protected  Clofarabine  intermediate with avoidance of the use
                  of solid drying agents,

         b.       Application  of solvent  exchange  concepts  elsewhere  in the
                  process,

         c.       Minimization  or complete  avoidance  of solids  drying  steps
                  throughout the process,


<PAGE>



         d.       Substitution of heptane for petroleum ether.

         e.       General unit operation improvements throughout the process.

         f.       Ferro Pfanstiehl is to produce  approximately  0.5 Kgs of CGMP
                  material suitable for human use in clinical trials.

4.       Key Assumptions: The key project assumptions are as follows:

         a.       Ferro  Pfanstiehl will  manufacture and supply D-138,  the key
                  protected  fluoro-sugar  essential to the convergent synthesis
                  of Clofarabine.

         b.       Ferro  Pfanstiehl  will  purchase   2-chloroadenine  from  the
                  existing   Bioenvision   supplier  at  the  assumed  price  of
                  $2000.00/kg delivered. If this price changes, the COGS will be
                  adjusted appropriately.

         c.       Bioenvision  will  supply  a  fully  characterized   reference
                  standard of the Product and selected impurity standards of the
                  alpha and beta anomers of the protected Clofarabine convergent
                  coupling product.

         d.       Bioenvision   will  provide   reasonable  site  support  Ferro
                  Pfanstiehl  desires to ensure successful  technology  transfer
                  during the course of the anticipated activities.

         e.       Yields will be consistent  with those  previously  reported in
                  technical  transfer  documents  in  the  possession  of  Ferro
                  Pfanstiehl.

5. Deliverables and Pricing:

               Analytical Services
               -------------------

         Transfer in Release/Stability Methods                       $12,000.00
         Analytical Support to Development                           $10,500.00
         Validate Method for Cleaning/Swab Recovery                  $14,000.00
         Transfer in of In-Process Methods                            $4,000.00
         In-Process HPLC Bromo Intermediate                           $7,000.00
         GC Method Support to Solvent Use on Regulated
         Intermediate Release                                          3,500.00
         Support to Process Development and Manufacturing             $7,000.00
         Analytical Supplies                                          $1,500.00

         Process Chemistry

         Verify Chemistry & Produce 20 & 50 Gm Samples               $21,000.00
         Preparation of a Technology Transfer Report                  $3,500.00
         Preparation of Manufacturing Summary Report                  $3,500.00
         Process Development Supplies and Dedicated Glassware        $11,000.00
         Unit Operations Based Process Development Program           $74,000.00

         Regulatory Affairs

         Batch Record, Cleaning Record Reviews & RA Releases          $3,500.00
         DMF/EUDMF Preparation & Submission                          $35,000.00


<PAGE>



               Quality Control

         External Testing                                               $500.00
         ICH Stability Studies (Assay, Related Impurities, KF
         & Appearance: One lot at Two Conditions)                    $21,000.00

               Process Engineering

         Setup/Process Flow Diagram/Operability Reviews               $3,500.00

               Manufacturing

         Process Batch Record Development                            $10,500.00
         Cleaning Record Generation                                   $3,500.00

               Project Management

         Client Updates                                               $7,000.00
         Subtotal Development Activities                            $257,000.00

         Manufacture of CTM API

         Approx. 0.5 Kgs of CLOFARABINE Suitable for Human Use $165,430.00 Total
         Program Costs $422,430.00


6.       Product  Specifications:  Attached  as  Exhibit  C are  the  "Tentative
         Purchase  Specifications"  Exhibit C, The parties  will  negotiate  the
         final purchase  specifications  in good faith before release  following
         Method Suitability Testing of all appropriate assay procedures by Ferro
         Pfanstiehl.

7.       Terms:  $50,000.00  Non-Cancelable  Project Initiation Fee,  creditable
         against Milestone Invoicing,  Deliverables Invoicing:  Net 30 Days, FOB
         Waukegan, IL. Bioenvision will supply

         a.       All available written and validated analytical methods as well
                  as a validated stability indicating assay,

         b.       Fully characterized API reference sample and selected impurity
                  standards  and  samples  of the alpha and beta  anomers of the
                  protected Clofarabine coupling product.,

         c.       The latest process improvement technology reports, and

         d.       Approved source  information for Ferro Pfanstiehl  purchase of
                  2-chloroadenine.

8.      Timing:  A Project  Gantt Chart is  attached as Exhibit D dated  5/30/03
        based on a Mid June Project Initiation.  The Gantt indicates delivery of
        API for CTM  material  upon timely  Bioenvision  submission  of suitable
        analytical support  methodology,  release method reports,  reference and
        impurity standards, and characterization reports. Completion is expected
        on or about late December, 2003 per attached Gantt Chart.


<PAGE>



9.       Commercial Pricing Indication:  $60,000.00/Kg for 5 Kg lots, $50,000/kg
         for 10 kg lots  (Pricing  Indications  Subject  to  Change  upon a more
         thorough definition of a commercially viable process description)




<PAGE>



                                    EXHIBIT C
                                    ---------

                        Tentative Purchase Specifications
                        ---------------------------------


1.0      Compound Name:                     Clofarabine

2.0      References:                                 Current USP

3.0      Specifications:

<TABLE>
<S>                  <C>                             <C>

         ---------------------------------------- --------------------------------------------------------------------
                          TEST                                              SPECIFICATIONS
                          ----                                              --------------

         ---------------------------------------- --------------------------------------------------------------------
         3.1       Physical Examination                                White to off-white solid


         --------- ------------------------------ --------------------------------------------------------------------
         3.2       Identification                                    Conforms to reference spectra
                   (FTIR)

         --------- ------------------------------ --------------------------------------------------------------------
         3.3       Identification                    The retention time of the principal peak in the chromatogram
                   (HPLC)                                                corresponds with the
                                                            Clofarabine peak in the reference chromatogram

         --------- ------------------------------ --------------------------------------------------------------------
         3.4       Assay (HPLC)                                           97.0% - 103.0% w/w

                                                          Calculated on the anhydrous and solvent-free basis

         --------- ------------------------------ --------------------------------------------------------------------
         3.5       Impurities (HPLC)                       Total <= 2.0%, Clofarabine (alpha) anomer <= 1.0%,
                                                                     and individual   un-named <=0.75%.
                                                                     Report all impurities =>0.05% AUC

         --------- ------------------------------ --------------------------------------------------------------------
         3.6       Water Determination USP (921)

                   (Karl Fisher)                                            Report Results

         --------- ------------------------------ --------------------------------------------------------------------
         3.7       Loss on Drying                                 <=2.0% corrected for water content
                   (LOD), USP (731)

         --------- ------------------------------ --------------------------------------------------------------------
         3.8       Residue on Ignition                                          <=0.2%
                   (ROI), USP (281)

         --------- ------------------------------ --------------------------------------------------------------------
         3.9       Container / Closure                  Double-bagged in polyethylene bags inside an HDPE drum

         --------- ------------------------------ --------------------------------------------------------------------
</TABLE>


4.0      Storage and Handling:  Refer to MSDS for additional information
4.1      Store at controlled room temperature (15-30(Degree)C)
4.2      Observe appropriate MSDS safety precautions when handling.