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Exhibit 10.36
[BIOENVISION LETTERHEAD]
November 2, 2006
CONFIDENTIAL
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Mayne Pharma Limited
Level 21, 390 St. Kilda Road
Melbourne Victoria 3004
Australia
Attention: Company Secretary
Re: Amendment to Clofarabine Marketing and Distribution
Agreement,
dated March 24, 2006
--------------------------------------------------------------
Dear Sir:
Bioenvision, Inc.
("Bioenvision") and
Mayne Pharma Limited ("Distributor") are
desirous of making an amendment (the "Amendment") to that certain
Marketing and
Distribution
Agreement, effective
as of March
24, 2006 (the "Agreement"),
between
Bioenvision,
Inc.
("Bioenvision")
and Mayne
Pharma
Limited
("Distributor"). All
terms not herein defined shall have the meanings ascribed
to them in the Agreement.
In consideration of
the mutual covenants set forth in this Amendment and in the
Agreement, Bioenvision and Distributor agree as follows:
1.
Amendment.
Section 5.1A of the
Agreement is deleted in its entirety and
replaced with the following:
5.1A
Pre-Registration
Approval. Prior
to the grant of
Registration Approval
Distributor
shall be entitled to
order Product
labeled in accordance
with the relevant
requirements of the
EMEA ("EU
Labeled Product"), and
Bioenvision will deliver such EU Labeled Product
to the Distributor
within thirty (30) days of receipt of such
order,
provided that (i) the order does not exceed one hundred (100)
vials, and
(ii) the Distributor
has no more than
twenty (20) vials of
EU Labeled
Product in stock at the time it places the order, and (iii)
Distributor
has paid Bioenvision
the Final Payment (as defined below) for all EU
Labeled Product previously delivered to Distributor and
further sold by
Distributor to a third pa
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