Bioenvision Appoints SCO Financial Group LLC as Advisor; Secures $1 Million Credit Facility; Bioenvision Engaged in Negotiations to Acquire Pathagon, Inc.

Business & Medical Editors

LONDON & NEW YORK--(BUSINESS WIRE)--Nov. 30, 2001

Bioenvision Inc. (OTCBB:BIOV) today announced the appointment of SCO Financial Group LLC as financial advisor, and that SCO Capital Partners LLC has extended a $1 million secured credit line to the Company, specific terms of which were not disclosed.

Additionally, the Company announced that it is engaged in negotiations to acquire Pathagon, Inc., a privately held company focused on the development of novel anti-infective products and technologies. Bioenvision stated that it expects to complete negotiations and execute a definitive acquisition agreement shortly and to close the acquisition in 30 to 90 days. The planned acquisition is part of Bioenvision's strategy to acquire or obtain licenses to develop and market products and technologies that are in late-stage development, or on the market, and for which further development will expand their potential markets.

Dr Chris Wood, President & CEO, commented: "We have made substantial progress over the last nine months, in which we signed a co-development agreement with ILEX Oncology Inc, (NASDAQ:ILXO) for the development of clofarabine, and made considerable progress in continuing development of Modrenal(R) and Modrestane(R), which are the first commercially available drugs in a new class of agents that are active on the ER beta receptor. We are extremely pleased to be working closely with SCO in our efforts to close a strategic equity funding for the Company to facilitate the further development of our two lead products. SCO has a wealth of experience with US emerging biopharmaceutical companies, as evidenced by the fact that their analysts offer research coverage on over 40 companies in this sector. We believe that SCO's US experience will complement the efforts of SG Cowen, London, who are seeking strategic partners to assist in the development and commercialization of our products."

Dr. Chris Wood continued, "We believe that the acquisition of Pathagon would greatly strengthen Bioenvision, adding two additional proprietary technologies that are on the market in either the US or Europe. The combined entity would have a total of three approved and marketed products, and multiple additional products, derived from several different development platforms, in various stages of clinical trials and pre-clinical development. In particular, Bioenvision sees some unique oncology applications of the Pathagon technology."

Pathagon's proprietary OLIGON(TM) technology is an advanced biomaterial that creates an electrochemical reaction between dissimilar metals, silver and platinum. This reaction actively releases silver ions into the immediate surrounding environment over extended periods of time, and has demonstrated broad-spectrum effectiveness against bacteria, fungi and antibiotic resistant microorganisms. Silver ions, the active agent in materials incorporating the OLIGON(TM) technology, have been used for decades as an anti-microbial agent. The anti-microbial technology has been approved by the FDA in the U.S., and commercial sales have begun by Edwards Life Sciences (NYSE: EW). Additional license agreements for the technology are anticipated.

"The OLIGON(TM) technology has potential applications for a range of support products for treatment of cancer patients and Bioenvision plans to incorporate the OLIGON(TM) technology into a line of proprietary, oncology-focused medical devices" continued Dr. Wood. "We have heard very good things from the healthcare community about Edward's Vantex(TM) central venous catheter, which is manufactured with the OLIGON(TM) technology, and are excited about extending that success to larger potential markets."

Pathagon also holds the worldwide rights to the use of thiazine dyes such as methylene blue to inactivate pathogens in human blood products. Methylene blue has been used in Europe for years to inactivate pathogens in fresh frozen, or transfusion, plasma. Additionally, thiazine dye technology could have a role in cancer treatment, either alone or in combination with Bioenvision's anti-cancer drugs.

"We are excited about the opportunity to work with Bioenvision to further development the OLIGON(TM) and methylene blue technologies," stated Edward W. Kelly, President and CEO of Pathagon, Inc. "Of particular interest are the oncology related applications of OLIGON(TM), and the integrated approach to developing both therapies and devices for the cancer community. We believe there are multiple market opportunities for the OLIGON(TM) technology, and we are actively pursuing co-development partners to explore these opportunities."

Bioenvision expects to acquire Pathagon in a stock-for-stock transaction in which Pathagon shareholders will acquire a substantial minority interest in Bioenvision's common stock, the specific terms of which are still being negotiated and were not disclosed. Bioenvision expects to add up to two additional seats to its Board of Directors upon the closing of the acquisition, with the vacant seats to be filled by representatives of the current Pathagon shareholders. It is anticipated that certain members of the Pathagon management team, including its President and CEO, Mr. Edward W. Kelly, will join the Bioenvision management team to manage the development the Pathagon technology that will be acquired by Bioenvision in the transaction.

Bioenvision was founded in 1997 to develop and market compounds for the treatment of cancer. The Company has a broad pipeline of 12 products for the treatment of cancer: one product at market (Modrenal(R)), for which the Company has obtained regulatory approval for marketing in the United Kingdom for the treatment of post-menopausal breast cancer, multiple products in clinical trials (including clofarabine, which is currently in Phase II clinical trials under a co-development with ILEX Oncology), and a number of products in pre-clinical development. Our products, derived from a number of different development platforms, include: the first drug in a new class of agents for hormone sensitive cancers, a potent agent which is proving effective in clinical trials in the treatment of acute and chronic leukemia, gene therapy products in early stages of development, a number of which have proof of principal in man, and a platform of cytostatic drugs in early stage development. In addition, these platforms also have various non-oncology indications that Bioenvision is exploring. For more information on Bioenvision please visit its website at www.bioenvision.com.

Oligon is a trademark of Pathagon, Inc. Vantex is a trademark of Edwards Lifesciences Corporation, registered in the U.S. Patent and Trademark Office.

Bioenvision Safe Harbor Statement: Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, risks in technology and product development; failure to successfully complete clinical trials; failure to receive market clearance from regulatory agencies; dependence on third parties and partners; and those risks described in filings made by Bioenvision with the SEC. Bioenvision disclaims any obligation to update these forward-looking statements. Investors are urged to be cautious in assessing the impact of such "forward-looking" statements.