TERMS FOR A CO-DEVELOPMENT AND LICENSING AGREEMENT

     WHEREAS WinWin Pharmaceuticals Canada ("WinWin") to 136 Northview, Dollard,
Quebec, Canada and Bioenvision, Inc. ("Bioenvision") of Trafalgar House, 11
Waterloo Place, St. James's, London SW1Y 4AU wish to jointly develop technology
related to the development and uses of DNA vectors for the treatment of
typoalbumunaemia ("the technology"), and;

     WHEREAS WinWin has rights in patents and technical information relating to
the technology, and;

     WHEREAS Bioenvision recognises that its anticipated business activity will
encompass the practice of the Technology that requires a license under patents
and know-how owned by WinWin, and;

     WHEREAS Bioenvision wishes to acquire certain rights to practice the
inventions of such patents and technical information, the parties hereby agree
on the following Terms for a Co-development and Licensing Agreement.

     1.   TERMS

          1.1  WinWin shall grant to Bioenvision an exclusive world-wide license
               to commercially develop the Technology and to market any
               product(s) derived from the commercial development ("Products").
               All development work shall be done in full discussion with, and
               with the agreement of, WinWin. This license shall not be
               transferable without the permission of WinWin, but such
               permission shall not be unreasonably withheld. Any transfer or
               assignment shall require the assignee to covenant to be bound by
               the terms of the Agreement.

          1.2  Bioenvision shall pay the costs of further development of the
               product, based on a budget to be agreed between the parties and
               to include the sum of up to $1.5 million payable over a period of
               36 months, as per the budget provided by WinWin. The total
               investment not to exceed $4 million, unless agreed by both
               parties.

          1.3  The license shall continue to force until expiry of the last
               patents or trade-mark, this term to include new patents or
               trade-marks applied for during the course of this co-development
               programme.

          1.4  WinWin shall have the right to assign or license aspects of the
               Technology, other than for the treatment of hypoalbuminemia, to
               other parties provided such assignment or license does not
               contravene the rights assigned by this agreement or the
               definitive agreement.

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          1.5  Within 60 days of signing this Agreement Bioenvision shall
               transfer 100,000 shares to WinWin.

     2.   ROYALTIES & PAYMENTS

          2.1  Bioenvision shall pay to WinWin a royalty of 10% of net sale
               price for Products sold directly by Bioenvision or any of its
               subsidiaries. Net sale price is defined as the total sale price
               charge by Bioenvision or its subsidiaries minus discounts and
               tax.

          2.2  If Bioenvision shall transfer rights acquired under the Agreement
               to a third party other than a subsidiary of Bioenvision any
               payments received, including mile-stone payments and royalties,
               shall be divided equally between the parties after deduction of
               development costs incurred by Bioenvision, such costs will be
               limited to 20% of the payments received for such transfer.

     3.   PATENTS & TRADE-MARKS

          3.1  All patients and trade-marks shall remain the property of WinWin.
               Bioenvision agrees to pay the costs of filing new patents and
               maintaining patents in the territory.

     4.   WARRANTIES

          4.1  Both parties warrant that they have the right and authority to
               enter into this Agreement.

          4.2  WinWin, shall have the right to inspect the relevant financial
               and other records of Bioenvision to verify the royalties and
               payments due to WinWin, under this Agreement.

     5.   TERMINATION

          5.1  This Agreement shall be terminated in the event:

                  (i)      Of solvency or liquidation of Bioenvision.

                  (ii)     Of failure of Bioenvision to fulfill the obligations
                           of this Agreement within 90 days. This period may be
                           extended if both parties agree.

                  (iii)    That Bioenvision is prevented by whatever cause from
                           marketing the product.


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     6.   LAW

          This Agreement shall be governed by the laws of the United Kingdom.



Signed on behalf of WinWin, Ltd.         Signed on behalf of Bioenvision, Inc.


      /s/  [Signature]                         /s/ CB Wood
---------------------------------------  ------------------------------


    President                                Chairman
---------------------------------------  ------------------------------
Position                                 Position


     3 November 1998                            3 November 1998
---------------------------------------  ------------------------------
Date                                     Date






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GLEN INVESTMENTS LTD
35/39 Maxwell Chambers
Colombiere
St. Helier, Jersey, CI

September 8th 1998

Bioenvision Inc.
Trafalgar House
11 Waterloo Place
London, SWIY 4AU

Dear Sirs

We hereby agree to loan funds to Bioenvision Inc, on an as needed basis
providing that we have previously agreed budgets. A condition of this is that we
have the right to call upon an option to purchase 500,000 shares at $1 should
the money lent exceed $100,000.

Yours sincerely



For and on Behalf of Glen Investments