1028205--9/12/2007--BIOENVISION

related topics

{provision, law, control}

{product, candidate, development}

{product, liability, claim}

{operation, natural, condition}

{financial, litigation, operation}

{personnel, key, retain}

{operation, international, foreign}

{control, financial, internal}

{stock, price, share}

Factors Relating to the Proposed Merger with Genzyme Our business could be adversely impacted by uncertainty related to the proposed merger with Genzyme. Our stock price and financial results could be adversely impacted by uncertainty related to the proposed merger with Genzyme. We are subject to litigation that could have an adverse effect upon our business, financial condition, results of operations or reputation. Certain persons have substantial control over us, which could impede stockholder approval of certain transactions. As a result of the purchase of our common stock under the terms of the Merger Agreement, trading in our common stock may be more difficult. Factors Relating to our Business We have limited experience in developing products and may be unsuccessful in our efforts to develop and commercialize our products, including our application for E.U. approval in adult AML We have disagreed with Genzyme with respect to certain provisions of the co-development agreement, which may affect our ability to generate significant revenues and cash flow from the sale of Evoltra . We have incurred significant net losses since commencing business and expect future losses. We rely on compounds and technology licensed from third parties and termination of any of those licenses would result in the loss of significant rights If we are unsuccessful in developing and commercializing our products, our business, financial condition and results of operations could be materially adversely affected which could have a negative impact on the value of our securities During the next several years, we will be very dependent on the commercial success of Evoltra . We may not be successful in receiving orphan drug status for certain of our products or, if that status is obtained, fully enjoying the benefits of orphan drug status. We rely heavily on our management team and the unexpected loss of any of those personnel could adversely affect our operations; we depend on our ability to attract and retain key personnel. Our international operations subject us to social, political and economic risks of doing business in foreign countries. Genzyme s rights as the sole beneficial owners of our outstanding shares of preferred stock could prevent an acquisition of our business.

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1028205--9/12/2007--BIOENVISION_INC