Bioenvision Inc – Underwriting Agreements Watch

from SC 13D/A 4 pages Bioenvision Shareholders Approve Acquisition by Genzyme Corporation

from 8-K ~20 pages Placement Agency Agreement

from 8-K ~20 pages Underwriting agreement

from SC 13D/A 1 page Exhibit 1 Joint Filing Agreement Each of the Undersigned Hereby Acknowledges and Agrees, in Compliance With the Provisions of Rule 13d-1(k)(1) Promulgated Under the Securities Exchange Act of 1934, as Amended, That the Schedule 13d to Which This Agreement Is Attached as an Exhibit (The "Schedule 13d"), and Any Amendments Thereto, Will Be Filed With the Securities and Exchange Commission Jointly on Behalf of the Undersigned. This Agreement May Be Executed in One or More Counterparts. Dated: December 16, 2004 Perseus-Soros Biopharmaceutical Fund, LP By: Perseus-Soros Partners, LLC, General Partner By: Sfm Participation, L.P., Managing Member By: Sfm Ah LLC General Partner By: Soros Fund Management LLC, Managing Member By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Assistant General Counsel Perseus-Soros Partners, LLC By: Sfm Participation, L.P. Managing Member By: Sfm Ah LLC General Partner By: Soros Fund Management LLC, Managing Member By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Assistant General Counsel Perseus Biotech Fund Partners, LLC By: Perseuspur, L.L.C. Managing Member By: /S/ Rodd Macklin Name: Rodd Macklin Title: Secretary and Treasurer Perseuspur, L.L.C. By: /S/ Rodd Macklin Name: Rodd Macklin Title: Secretary and Treasurer <page> - Cusip No. 09059n100 Schedule 13d Page 18 of 18 Pages - Mr. Frank H. Pearl By: /S/ Rodd Macklin Name: Rodd Macklin Title: Attorney-In-Fact Sfm Participation, L.P. By: Sfm Ah LLC General Partner By: Soros Fund Management LLC, Managing Member By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Assistant General Counsel Sfm Ah LLC By: Soros Fund Management LLC, Managing Member By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Assistant General Counsel Mr. George Soros By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Attorney-In-Fact Soros Fund Management LLC By: /S/ Jodye M. Anzalotta Name: Jodye M. Anzalotta Title: Assistant General Counsel

from SC 13G/A 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g/A, Dated May 24, 2004, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $.001 Per Share, of Bioenvision Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 24th Day of May, 2004. Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G/A 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g/A, Dated May 24, 2004, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $.001 Per Share, of Bioenvision Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 24th Day of May, 2004. Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G/A 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g/A, Dated May 24, 2004, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $.001 Per Share, of Bioenvision Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 24th Day of May, 2004. Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated June 20, 2002, (The "Schedule 13g"), With Respect to the Common Stock, $.001 Par Value Per Share, of Bioenvision, Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 20th Day of June, 2002. Orbimed Advisors Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated June 20, 2002, (The "Schedule 13g"), With Respect to the Common Stock, $.001 Par Value Per Share, of Bioenvision, Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 20th Day of June, 2002. Orbimed Advisors Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated June 20, 2002, (The "Schedule 13g"), With Respect to the Common Stock, $.001 Par Value Per Share, of Bioenvision, Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 20th Day of June, 2002. Orbimed Advisors Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G 1 page Ex-1.1 Otherdoc 2 0002.txt Joint Filing Agreement Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated June 20, 2002, (The "Schedule 13g"), With Respect to the Common Stock, $.001 Par Value Per Share, of Bioenvision, Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 20th Day of June, 2002. Orbimed Advisors Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /S/ Samuel D. Isaly Name: Samuel D. Isaly