Exhibit 10.3




                               DATED 14th May 2003
                               -------------------








                      PENN PHARMACEUTICAL SERV ICES LIMITED

                                       and

                                BIOENVISION, Inc.






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

                            MASTER SERVICES AGREEMENT

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





                               [GRAPHIC OMITTED]


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                                    CONTENTS
                                    --------
<TABLE>
<CAPTION>

Clause                                      Heading                                                 Page


<C>                                                                                                   <C>
1        Interpretation................................................................................2
2        Provision of Services.........................................................................3
3        Payment of the Fees and other matters.........................................................4
4        Delivery and storage of Company Products and Finished Products................................4
5        Return and dispatch of Company Products and Finished Products.................................5
6        Sub-contracting by Penn.......................................................................5
7        Destruction of Company Products...............................................................5
8        Confidentiality...............................................................................6
9        Publicity.....................................................................................8
10       Provision of information by Company to Penn...................................................7
11       Provision of documentation....................................................................7
12       Ownership  of  Company  Products  and of  Intellectual  Property  in Company  Products  and
         Finished Products.............................................................................7
13       Warranties and limitation of liability........................................................8
14       Duration......................................................................................8
15       Termination...................................................................................9
16       Supply after termination......................................................................9
17       Force majeure.................................................................................9
18       Assignment...................................................................................10
19       Notices......................................................................................10
20       Waiver.......................................................................................10
21       Entire contract..............................................................................10
22       No partnership or agency.....................................................................10
23       Void provision...............................................................................10
24       Variation....................................................................................10
25       Costs........................................................................................11
26       Third Party Rights...........................................................................11
27       Law and Jurisdiction.........................................................................11
</TABLE>



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AN AGREEMENT made on 14th May 2003

BETWEEN:

1        PENN PHARMACEUTICAL  SERVICES LIMITED (registered in England and Wales,
         Company  No.  1331447)  whose  registered  office  is  at  Units  23/24
         Tafarnaubach  Industrial  Estate,  Tredegar,  Gwent,  Wales,  NP22  3AA
         ("Penn"); and

2        BIOENVISION,  INC. whose  principal place of business is at 509 Madison
         Avenue, Suite 404, New York, New York 10022 ("the Company").

WHEREAS:

(A)      Penn has knowledge,  experience  and  regulatory  approval to perform a
         wide variety of services to companies in the  pharmaceutical  industry,
         including but not limited to development of formulations and associated
         regulatory support data and the manufacture, quality control, packaging
         and distribution of proprietary  medicinal  products including clinical
         trials  supplies and samples and holds  appropriate  authorisations  to
         carry out such services;

(B)      The  Company  has  a  requirement,   in  relation  to  certain  of  its
         proprietary medicinal products, for the provisions of such services.

(C)      Penn and the Company have entered into this  Agreement  with the intent
         that Penn  shall  provide  certain  services  to the  Company  upon and
         subject to the terms of this  Agreement  and  agreements  entered  into
         pursuant to this Agreement.

NOW IT IS HEREBY AGREED as follows:

1        Interpretation

1.1      In this  Agreement  the  following  expressions  shall  save  where the
         context otherwise requires, have the following meanings:

         "Commencement Date" means 14th May 2003;

         "Company  Products" means materials or products supplied to Penn by the
         Company in order for Penn to perform the Services;

         "Completion"  means the  completion by Penn of the Services or any part
         or tranche thereof in accordance with the Technical  Documents relating
         to those Services;

         "Fees"  means the fees  payable  for the  Services  detailed in the Fee
         Document;

         "Fee Document" means the document detailing the Fees and the additional
         payment  terms  relating  to the  provision  of the  Services  such Fee
         Document  to  refer  to  this  Agreement  and  the  relevant  Technical
         Documents and to be signed by both parties;

         "Finished  Products"  means any materials or products  produced by Penn
         for the Company pursuant to the provision of the Services;


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         "Intellectual Property" means patents,  registered designs, trade marks
         and service marks (whether registered or not and including applications
         for any of the foregoing),  copyright,  design right,  rights in and to
         software  including  source  codes,  rights  in and  to  the  technical
         information and other confidential information and know-how,  rights in
         and to databases and all other intellectual property rights and similar
         property rights of whatever nature subsisting in any part of the world;

         "Intellectual  Property  Rights" means all rights existing  anywhere in
         the world in and to Intellectual Property;

         "Life  of  this   Agreement"   means  the  period   commencing  on  the
         Commencement  Date  during  which this  Agreement  is in full force and
         effect as provided by clauses 14 and 15;

         "Payment  Terms" means the payment  provisions  detailed in clause 3 of
         this Agreement and in the relevant Fee Document;

         "Services"  means the services to be carried out by Penn as detailed in
         the Technical Documents;

         "Technical  Documents"  means any one of or  combination of a technical
         specification, technical protocol or technical agreement comprising the
         technical details of how the Services are to be performed, being a full
         description  of the nature,  scope and subject  matter of the  Services
         including   but  not   limited   to  such   information   as   material
         specifications,   product  specifications,   process  details,  special
         conditions, timescales, test protocols, reporting obligations, delivery
         arrangements and acceptance  testing such Technical  Documents to refer
         to this  Agreement,  the relevant Fee Document and to be signed by both
         parties.

1.2      In addition:

(a)      words  importing the male,  female or neuter  genders shall include the
         other  genders and words in the singular  shall  include the plural and
         vice versa; and

(b)      references to statutory  provisions shall be construed as references to
         those  provisions  as amended  consolidated  or  re-enacted or as their
         application is modified by other provisions from time to time,  whether
         before or after the date hereof and shall also  include  references  to
         past provisions (as from time to time amended  consolidated  re-enacted
         or modified) of which they are re-enactments. 2 Provision of Services

2.1      The Company may from time to time request  that Penn provide  services.
         On receipt by Penn of the  Company's  requirements  in writing for such
         services  the  parties  shall  negotiate  in good  faith the  Technical
         Documents and Fee Document relating to those Services.  No agreement in
         relation to any  particular  Services  shall be binding on either party
         until  the  Technical  Documents  and Fee  Document  relating  to those
         Services  have been fully  agreed and signed by personnel of each party
         authorised to sign on its behalf.

2.2      Subject to the provisions of clause 2.1 above, in  consideration of the
         payment by the  Company of the Fees Penn  hereby  agrees to provide the
         Services to the Company in accordance with the Technical  Documents and
         upon the terms and conditions set out in this Agreement.

2.3      Penn warrants, represents and covenants that:

(a)      it has (or will have  prior to  entering  into the  relevant  Technical
         Documents)  and  will  maintain  for so  long as it is  performing  the
         Services  all  authorisations,   permissions,   approvals  or  licences



<PAGE>


         required in connection with the performance of the Services  (including
         where relevant any necessary manufacturing, import, or wholesale dealer
         authorisations and any relevant authorisation  permitting the supply of
         medicinal products on named patient or compassionate use grounds);

(b)      it will perform the Services in compliance  with all  applicable  laws,
         regulations and guidelines (including all applicable laws,  regulations
         and guidelines governing the import,  manufacture,  supply or promotion
         of medicinal products); and

(c)      it will use its  reasonable  endeavours  to notify  the  Company of any
         laws,  regulations  and guidelines  which would prevent or restrict the
         Company from dealing with the Company Products or Finished  Products in
         the manner  proposed by the Company in connection with the provision of
         the Services.

3        Payment of the Fees and other matters

3.1      In  consideration  of the  matters  set forth in  clause 2 the  Company
         agrees during the Life of this  Agreement to pay the Fees in accordance
         with the Payment Terms.

3.2      The Fees are  exclusive  of value  added tax and customs  duties  which
         shall be added to the Fees where  appropriate for the Company's account
         unless otherwise agreed to in writing by Penn provided that the Company
         shall only be required to pay Value Added Tax on  submission by Penn of
         a valid Value Added Tax invoice in respect thereof.

3.3      Unless otherwise agreed in writing the Company shall not be entitled to
         any discount.

3.4      The  Company  shall not  purport  to set-off or  withhold  any  payment
         claimed or due to Penn under this or any other agreement.

3.5      In the event of late payment,  Penn may without  prejudice to its other
         rights and  remedies  hereunder  charge  interest at the rate of 3% per
         annum above the base  lending  rate from time to time of The Royal Bank
         of Scotland. Such interest will accrue from the date upon which payment
         was due until payment in full. Such interest shall continue both before
         and after judgement.

3.6      If the Company  fails  without  cause to make any  payment  that is due
         under this or any other contract with Penn, Penn may without  prejudice
         to its other rights and remedies suspend all Services being carried out
         for the Company until all such payments,  with interest  thereon,  have
         been made in full.

3.7      Time of payment shall be of the essence of this Agreement.

4        Delivery and storage of Company Products and Finished Products

4.1      The Company shall give Penn reasonable  advance notice of its desire to
         ship  Company  Products  to Penn in  respect  of the  Services.  Unless
         otherwise  agreed  in  writing  Penn  will  arrange  as  necessary  for
         clearance  through  customs  of all  Company  Products  shipped to Penn
         provided that all costs of and risk associated with delivery of Company
         Products to Penn shall be borne by the Company.

4.2      Penn shall take reasonable  care to hold Company  Products and Finished
         Products in a safe, secure and suitable  environment at Penn's premises
         and in accordance with the Company's reasonable and lawful instructions
         and in accordance with all applicable laws, regulations and guidelines.


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4.3      Penn will notify the Company immediately in the event that Penn:

(a)      has not received  instructions  from Company in respect of any shipment
         of Company Products;

(b)      does not understand or is unclear as to any portion of the instructions
         provided by the Company; or

(c)      has knowledge of any inconsistency in the instructions  provided by the
         Company.

4.4      Company  will  provide  to Penn  details  of the  replacement  costs of
         Company Products and Finished Products and Penn will, subject to clause
         4.5  below,  effect  and  maintain  at its own  cost  with a  reputable
         insurance  company  insurance  against  the  risk of  loss  of  Company
         Products  or  Finished  Products  or  damage  thereto  whilst on Penn's
         premises,  including  any  loss or  damage  arising  from  accident  or
         negligence,  to at least their full replacement value and to produce to
         the  Supplier  on demand full  particulars  of that  insurance  and the
         receipt for the then current  premium.  Any proceeds of such  insurance
         shall be held on trust for the Company and Penn shall promptly  account
         to the Company for the same.

4.5      Where no details of the  replacement  values are  provided  pursuant to
         clause 4.4 above,  then risk of loss of Company  Products  or  Finished
         Products or damage  thereto shall at all times remain with the Company.
         Where the replacement  values are such that an extra insurance  premium
         must be paid by Penn such extra premium may be claimed by Penn from the
         Company.

5        Return and dispatch of Company Products and Finished Products

5.1      Upon  Completion,  or as  otherwise  agreed in  writing by Penn and the
         Company,  Penn shall pack,  dispatch and deliver Finished  Products and
         where agreed in writing Company  Products,  to the  destination  agreed
         between the  parties.  Penn shall  maintain  and provide to the Company
         appropriate  up-to-date  and accurate  records to enable the  immediate
         recall of any batches of the Finished Products.

5.2      Subject to risk in Company  Products  and Finished  Products  remaining
         with the  Company  pursuant  to clause 4.5 above or,  unless  otherwise
         agreed in writing,  risk in the Company Products and Finished  Products
         shall pass to the  Company or as the Company  directs  once the Company
         Products  and  Finished  Products  have been  delivered  by Penn to the
         agreed destination.

5.3      The cost of packing,  dispatch and delivery of Finished  Products shall
         be included in the Fees.

6        Sub-contracting by Penn

         The Company  acknowledges  that Penn may  sub-contract  any part of the
         Services  to any  sub-contractor  approved in writing in advance in the
         Technical   Documents   by  the   Company   provided   that   any  such
         sub-contracting   shall  not  affect  Penn's   obligations  under  this
         Agreement  or the  Technical  Documents.  Where  the  Services  or part
         thereof  are   sub-contracted  by  Penn,  Penn  shall  carry  out  such
         reconciliations,  checks and  testing as are  reasonable  to verify the
         integrity of the work carried out by such  sub-contractor and to verify
         that all unused materials including but not limited to Company Products
         provided by Penn to such sub-contractor are duly returned to Penn.

7        Return and Destruction of Company Products




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7.1      Title to the Company  Products and Finished  Products shall remain with
         the  Company  who shall be  entitled  to recover  them from Penn at any
         time.  Pending such recovery or delivery to a third party in accordance
         with the Company's instructions,  Penn shall store the Company Products
         and  Finished  Products  separately  from all other goods in such a way
         that they remain readily  identifiable as the Company's property.  Penn
         hereby  grants the Company,  its agents and  employees  an  irrevocable
         licence upon  reasonable  notice to Penn and at the  Company's  cost to
         enter any premises where the Company Products and Finished Products are
         or may be stored in order to inspect them or to recover them.

7.2      Penn shall, within 10 working days following Completion of the whole of
         the  Services,  at the  Company's  sole cost,  despatch  any  remaining
         Company Products and Finished Products to the Company or as the Company
         may direct or upon  written  request by the Company  such request to be
         made prior to or within 10 working  days of the date of  Completion  of
         the whole of the  Services,  arrange  for the  destruction  of  Company
         Products  and  Finished  Products so  requested by the Company to be so
         destroyed  at  the  sole  cost  of  the  Company.   Penn  shall  ensure
         destruction  of Company  Products and Finished  Products in  accordance
         with all prevailing  statutory and other  regulatory  requirements  and
         shall  upon  written  request  furnish  the  Company  promptly  with  a
         certificate of such destruction.

8        Confidentiality

8.1      Subject to clause 8.2,  Penn shall keep  confidential  all  commercial,
         business,  scientific and technical information,  data,  specifications
         and instructions  (together with any information  derived therefrom) in
         relation  to the  Company,  Company  Products,  Finished  Products  and
         carrying  out the  Services  and Company  shall keep  confidential  all
         technical   commercial  and  business   information   concerning  Penn,
         including  in each  case the  terms of this  Agreement,  the  Technical
         Documents and Fee Documents ("Information") and neither party shall :

(a)      make use of the  Information  disclosed  to it by the other,  except in
         connection with the provision of the Services; or

(b)      disclose such Information to any third party.

8.2      The provisions of clause 8.1 shall not apply to any  Information to the
         extent that such information:-

(a)      is or comes into the public domain otherwise than by reason of a breach
         by the receiving party, its directors, officers, employees or agents of
         the terms of this clause;

(b)      is obtained by the receiving party from any other source having a right
         of further disclosure;

(c)      is already known to the receiving  party at the time of such disclosure
         to the receiving party;

(d)      is required to be disclosed by the receiving party by law including but
         not limited to disclosure  for regulatory  purposes  provided that such
         disclosure  shall  be  limited  to what is  strictly  required  and the
         receiving  party shall notify the other party of such  requirement  and
         endeavour  (insofar as is appropriate) to preserve the  confidentiality
         of any such Information.

8.3      It is acknowledged  that  notwithstanding  the provisions of clause 8.1
         above  each  party  shall  be  entitled  to  disclose  any  Information
         disclosed to it by the other to its agents, representatives,  employees
         and  consultants to the extent  necessary to facilitate the performance
         of its  obligations  under this  Agreement and in  connection  with the
         Services  provided that any such disclosure shall be limited to what is
         absolutely  necessary in order to facilitate  such  performance and the
         disclosing  party shall  procure  that any such third party  recipients
         shall be bound by obligations of confidentiality  substantially similar
         to the provisions of this Clause 8.


<PAGE>


8.4      The  provisions  of this  clause  8 shall  survive  termination  of the
         Agreement.

9        Publicity

9.1      Subject to the  provisions  of clause 8 the  Company  hereby  agrees to
         permit Penn to use the name of or refer to the Company  and/or the fact
         that  Penn  provides  services  to the  Company,  in  Penn's  publicity
         material, including but not limited to Penn's submissions to secure new
         business or in promoting or marketing  itself,  provided that copies of
         such  materials  are provided to the Company in advance and the Company
         does not within 10 business days of receipt of such materials object to
         such use.  No  details of any  individual  project  undertaken  for the
         Company shall be disclosed.

9.2      Penn hereby agrees to permit Bioenvision to use the name of or refer to
         Penn and/or the fact that Penn provides  services to the Company in the
         Company's publicly disclosed  documents and otherwise on the same terms
         as the Company provides Penn such rights under clause 9.1.

10       Provision of information by Company to Penn

10.1     The  Company  agrees to  provide  Penn with all the  Company  Products,
         ancillary materials agreed between the parties and information required
         by Penn for the purpose of enabling  Penn to carry out the  Services in
         accordance with this Agreement and the Technical Documents.

11       Provision of documentation

11.1     The Company  acknowledges that Penn must retain originals and/or copies
         of certain  documents  generated  by it in relation to the  Services in
         order to comply with statutory and other  regulatory  requirements  and
         Penn agrees to provide the Company upon reasonable  written request and
         at the Company's cost with copies of the same.

12       Ownership of Company  Products and of Intellectual  Property in Company
         Products and Finished Products

12.1     The ownership of the Company  Products,  the Finished  Products and all
         Intellectual  Property in Company Products and Finished  Products shall
         at all times remain with the Company and the Company  hereby  grants to
         Penn and its employees, agents and sub-contractors a licence to use the
         Intellectual  Property in the Company Products and Finished Products to
         the  extent  reasonably  required  in  order  to  provide  Services  in
         accordance with the terms and conditions of this Agreement.

12.2     Notwithstanding  any other  provision  of this  Agreement  the  Company
         acknowledges  that  it has  full  responsibility  for  the  safety  and
         efficiency  of the Company  Products and  Finished  Products and hereby
         agrees to indemnify Penn and keep Penn  indemnified  against all costs,
         losses  (including but not limited to loss of profit,  consequential or
         indirect loss whether foreseeable or not), damages or expenses incurred
         by Penn  ("Losses")  or claims,  actions or  litigation,  in each case,
         brought by third parties  relating to the use of Intellectual  Property
         Rights in the Company  Products or Finished  Products or proceedings of
         whatsoever nature involving Penn (each, a "Claim" and collectively, the
         "Claims") in  connection  with or arising out of the use of any Company
         Products or Finished  Products by Penn,  the Company or any third party
         (which   third   parties   shall   include   but  not  be   limited  to
         sub-contractors,  permitted assigns and agents in addition to consumers
         and end users)  provided that this  indemnity  shall not operate to the
         extent  that such Losses or Claims have arisen out of a failure by Penn
         to comply with the terms of this Agreement or Penn has acted (including
         any omission) negligently or with wilful misconduct.


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12.3     Penn shall,  immediately  it becomes aware of a matter which may result
         in a Claim:

(a)      immediately give notice to the Company of the details of the matter;

(b)      afford  access  to the  Company  and  permit  copies to be taken of any
         materials,  records or  documents  as the  Company  may require to take
         action under sub-clause 12.3(c);

(c)      allow the Company the exclusive conduct of any proceedings  and/or take
         whatever  action as the  Company  shall  direct to defend or resist the
         matter,  including the use of  professional  advisers  nominated by the
         Company; and

(d)      not admit liability or settle the matter without the written consent of
         the Company.

12.4     The  provisions  of this clause 12 shall  survive  termination  of this
         Agreement.


13       Warranties and limitation of liability

13.1     In  substitution  for all rights which the Company  would or might have
         but for these conditions Penn warrants that the Services carried out by
         Penn will be performed in accordance with this Agreement and conform to
         the  Technical  Documents  and Penn will at its own cost and at its own
         option  re-perform  Services or re-credit the Company with the Fees for
         any Services or part  thereof,  provided  that the Company can show, to
         Penn's  reasonable  satisfaction  that the Services have been performed
         defectively and not in accordance with the Technical Documents.

13.2     Except as  provided  for in this  Agreement  any  warranties,  (whether
         express or  implied  by  statute or common law or a previous  course of
         dealing or trade custom or usage or otherwise  howsoever) including but
         without  limitation  those of satisfactory  quality or of fitness for a
         particular  purpose (even if that purpose is made known expressly or by
         implication  to Penn)  are  (insofar  as is  permitted  by law)  hereby
         excluded.

13.3     Subject to clause 13.4 Penn shall under no  circumstances be liable for
         any indirect,  special or  consequential  loss, or loss of  anticipated
         profit or third party  claims  howsoever  arising  whether in contract,
         tort (including negligence) or breach of statutory duty or otherwise.

13.4     Neither party seeks to exclude liability for loss arising from death or
         personal injury caused by its negligence or any liability or fraud..

13.5     Subject to clause  13.3 the  aggregate  liability  of Penn  (whether in
         contract,  tort  (including  negligence) or breach of statutory duty or
         otherwise) to the Company for any loss or damage  (whether  asserted by
         the Company or third parties) of whatever  nature and howsoever  caused
         shall be limited to two times the Fees for the Services or part thereof
         from which such loss or damage flowed.

14       Duration

14.1     This  Agreement  shall come into  effect on the  Commencement  Date and
         shall subject to the provisions of clause 15 below remain in full force
         and effect for a period of 12 months'  ("the  Initial  Term") and shall
         continue thereafter until terminated by either party upon not less than
         three  months'  prior  notice  in  writing  expiring  at the end of the
         Initial Term or expiring on any  anniversary of the  Commencement  Date
         thereafter.


<PAGE>


15       Termination

15.1     Notwithstanding  clause 14,  either party may without  prejudice to its
         other rights or remedies hereunder  forthwith  terminate this Agreement
         and/or the provision of all or any Services  pursuant to this Agreement
         by notice in writing to the other if such other:

(a)      commits a material breach of any of its obligations  hereunder and does
         not remedy such  breach  within 28 days after  written  notice has been
         given to it by the other  (specifically  referring  to this  clause 15)
         requiring such remedy;

(b)      becomes  insolvent or enters into liquidation or receivership or is the
         subject of an  application  for an  administration  order or suffers an
         administrative receiver to be appointed in relation to the whole or any
         part of its  assets  or makes a  composition  or  arrangement  with its
         creditors or suffers any judgement to be executed in relation to any of
         its property or assets; or

(c)      suffers a change in who has  control (as the same is defined in Section
         416,  Income  and  Corporation  Taxes  Act 1988  and in this  Agreement
         referred to as "Control") of the other party.

15.2     Each party shall forthwith notify the other in the event that:

(a)      there is a change of Control in it; or

(b)      there is a material adverse change in its financial condition such that
         it becomes likely that it will not be able to pay its debts as and when
         they  fall due for  payment  or  perform  its  obligations  under  this
         Agreement.

15.3     The  Company  shall  be  entitled  to  terminate  this  Agreement,  the
         Technical  Documents and the Fee Documents a whole or in only in so far
         as they relate to particular  Services with immediate effect by written
         notice to Penn if Penn ceases to be  authorised to perform the Services
         or any part of them.

15.4     Any  termination  of this  Agreement  (whether  under  this  clause  or
         otherwise)  shall not relieve any party of the  obligations  under this
         Agreement which is expressed to continue after termination.

15.5     Upon termination of this Agreement,  the Company agrees to pay Penn for
         the Services which have reached Completion by Penn prior to termination
         of this Agreement and, unless  termination is a result of breach of the
         Agreement  by Penn,  reasonable  costs  relating  to the  cessation  of
         Services,   such  costs  being  sustained  by  reasonable  evidence  if
         required.

16       Supply after termination

16.1     If Penn  continues  to supply  any  service  to the  Company  after the
         termination  of this  Agreement this shall not be construed as a waiver
         of such termination or as a renewal of this Agreement.

17       Force majeure

17.1     No party  hereto  shall incur any  liability  to the other in the event
         that it is  delayed in the  performance  of its  obligations  hereunder
         solely by force majeure.

17.2     For the purpose of this Agreement force majeure shall mean any cause of
         delay  beyond the  reasonable  control  of the party  liable to perform
         unless conclusive evidence to the contrary is provided and shall


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         include   but  not  be  limited  to   strikes,   lockouts,   industrial
         disturbance,  riots,  sabotage,  act of war or piracy,  destruction  of
         essential equipment by fire, explosion,  storm, flood,  earthquake,  or
         delay  caused by failure of power  supplies  or  transport  facilities,
         inability to obtain  materials or government  action  including but not
         limited to priorities and quotas.

18       Assignment

18.1     This  Agreement  shall not be  assignable  by either party  without the
         prior written consent of the other (such consent not to be unreasonably
         withheld  or  delayed),  save that Penn may  assign  the  Agreement  to
         members of the same group of companies as Penn without the  requirement
         for such consent.

19       Notices

19.1     Any  notice to be served by  either  party  hereunder  shall be sent by
         pre-recorded  delivery or registered post or by facsimile  transmission
         to the other at the address  stated at the head of this  Agreement  and
         shall be deemed to have been received by the other, if sent by pre-paid
         recorded  delivery or registered  post, one week after  posting,  or if
         sent by  facsimile  transmission,  on the date sent  provided  that the
         correct answer back code is received and a confirmatory copy is sent by
         pre-paid   recorded   delivery  or  registered  post  on  the  date  of
         transmission.

20       Waiver

20.1     No waiver by either party of any of the  requirements  hereof or of any
         of its rights  hereunder shall release the other from full  performance
         of its remaining obligations stated herein.

21       Entire contract

21.1     This  Agreement  and the  provisions of any  Technical  Documents,  Fee
         Document and any  variation  in writing  signed by both parties of this
         Agreement, the Technical Documents or Fee Document,  contain the entire
         understanding between Penn and the Company relating to the Services and
         supersedes all or any previous  agreements between the parties.  In the
         event of any conflict between the terms of the Technical Documents, Fee
         Document or this Agreement, the later to be executed will prevail.

22       No partnership or agency

22.1     Nothing  herein shall be deemed to  constitute,  evidence or comprise a
         partnership  between the parties hereto nor to constitute  either party
         the agent of the other.

23       Void provision

23.1     Should  any  provision  of  this  Agreement  be void  or  voidable  the
         existence or avoidance  thereof shall not prejudice the  enforceability
         of the remaining provisions hereof.

24       Variation

24.1     No variation or  modification  of this Agreement shall be binding until
         agreed to in writing by Penn and the Company.


<PAGE>


25       Costs

25.1     Each of the  parties  hereto  shall  bear its own  costs  and  expenses
         incidental to the  negotiation  hereof and the preparation and carrying
         into effect of this Agreement.

26       Third Party Rights

26.1     A person who is not a party to this  Agreement  has no rights under the
         Contracts  (Rights of Third  Parties)  Act 1999 to enforce  any term of
         this  Agreement  but this  does not  affect  any right or remedy of the
         third party which exists or is available apart from that Act.

27       Law and Jurisdiction

         This  Agreement  regardless  of where  executed  shall be governed  and
         interpreted  in  accordance  with  English law and the  parties  hereby
         submit to the non-exclusive jurisdiction of the English Courts.

IN  WITNESS   whereof  the  parties   hereto   have  caused   their   respective
representatives to sign this Agreement the day and year first before written.


Signed by.........                  )
For and on behalf of                )    /s/ Chris Higgins
Penn Pharmaceutical                 )    Chris Higgins, Director Business
Services Limited           )             Development





Signed by                           )
For and on behalf of                )    /s/ David P. Luci
Bioenvision, Inc.          )             David P. Luci, Director of
Counsel                                  Finance, General