X0202 4 2004-05-13 0001028205 BIOENVISION INC BIV 0001111408 PERSEUS SOROS BIOPHARMACEUTICAL FUND LP 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001250191 PERSEUS SOROS PARTNERS LLC 2099 PENNSYLVANIA AVENUE WASHINGTON DC 20006-1813 0 0 1 0 0001250198 PERSEUS BIOTECH FUND PARTNERS LLC 2099 PENNSYLVANIA AVENUE WASHINGTON DC 20006-1813 0 0 1 0 0001253598 SFM PARTICIPATION LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001237655 SFM AH LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000927752 PEARL FRANK H 2099 PENNSYLVANIA AVENUE WASHINGTON DC 20006-1813 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001253319 PERSEUS EC LLC 2099 PENNSYLVANIA AVENUE WASHINGTON DC 20006-1813 0 0 1 0 0001253323 PERSEUSPUR LLC 2099 PENNSYLVANIA AVENUE WASHINGTON DC 20006-1813 0 0 1 0 Common Stock, $0.001 par value per share 2004-05-13 4 P 0 375044 6.25 A 375044 D Common Stock Warrants (right to buy) 7.50 2004-05-13 4 P 0 75009 A 2004-05-13 2009-05-13 Common Stock 75009 75009 D All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, L.P., a Delaware limited partnership ("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus EC, L.L.C., a Delaware limited liability company ("Perseus EC"), is the managing member of Perseus Partners. Perseuspur, LLC, a Delaware limited liability company ("Perseuspur), is a member of Perseus EC. Mr. Frank H. Pearl ("Mr. Pearl") is the sole member of Perseuspur. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros serves as Chairman of SFM LLC. The Shares and the warrants to purchase Shares reported herein were acquired by Perseus-Soros pursuant to a common stock and warrant purchase agreement. Pursuant to this agreement, Perseus-Soros acquired one warrant for every five Shares purchased pursuant to the agreement. Perseus-Soros paid the Issuer approximately $2,344,025 in exchange for the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseus EC, Perseuspur, Mr. Pearl, SFM AH, Mr. Soros and SFM LLC are deemed to be beneficial owners of the securities beneficially owned by Perseus-Soros only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation, SFM AH, Perseus EC, Perseuspur, Mr. Pearl, Mr. Soros or SFM LLC is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount. (6) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of Soros Fund Management LLC, the Managing Member of SFM AH LLC, the General Partner of SFM Participation, L.P., the Managing Member of Perseus-Soros Partners, L.L.C., the General Partner of Perseus-Soros Biopharmaceutical Fund, L.P. (7) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of Soros Fund Management LLC, the Managing Member of SFM AH LLC, the General Partner of SFM Participation, L.P., the Managing Member of Perseus-Soros Partners, L.L.C. (8) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of Soros Fund Management LLC, the Managing Member of SFM AH LLC, the General Partner of SFM Participation, L.P. (9) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of Soros Fund Management LLC, the Managing Member of SFM AH LLC. Jodye Anzalotta, Perseus BioPharmaceutical Fund, L.P. (6) 2004-05-17 Jodye Anzalotta, Perseus-Soros Partners, L.L.C. (7) 2004-05-17 Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC 2004-05-17 Rodd Macklin, Secretary and Treasurer, Perseus EC, L.L.C. 2004-05-17 Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC 2004-05-17 Rodd Macklin, Attorney-in-Fact, Mr. Frank H. Pearl 2004-05-17 Jodye Anzalotta, SFM Participation, L.P. (8) 2004-05-17 Jodye Anzalotta, SFM AH LLC (9) 2004-05-17 Jodye Anzalotta, Attorney-in-Fact, Mr. Soros 2004-05-17 Jodye Anzalotta, Assistant General Counsel, Soros Fund Management LLC 2004-05-17