Securities Purchase Agreement (2006)Full Document 

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                               BIOPURE CORPORATION

                          SECURITIES PURCHASE AGREEMENT


       This Securities Purchase Agreement (this "AGREEMENT") is made and entered
into as of August 17, 2006, by and among Biopure Corporation, a Delaware
corporation (the "COMPANY"), and each of the purchasers listed on 
attached hereto (collectively, the "PURCHASERS" and individually, a
"PURCHASER").

                                    RECITALS

       WHEREAS, the Company desires to issue and sell to the Purchasers, and the
Purchasers desire to purchase from the Company, up to 7,575,754 units (each, a
"UNIT"), each unit consisting of one share of Class A Common Stock, par value
$0.01 per share, of the Company (the "COMMON STOCK") and one five-year warrant
to purchase one share of Common Stock, on the terms and conditions set forth in
this Agreement;

       WHEREAS, the Company and each Purchaser are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

       NOW, THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

       1.     AGREEMENT TO PURCHASE AND SELL STOCK.

              (a)    Authorization. The Company's Board of Directors has
authorized the issuance and sale, pursuant to the terms and conditions of this
Agreement, of up to 7,575,754 Units, each Unit to consist of (i) one share of
Common Stock (the "PURCHASED SHARES") and (ii) one five-year warrant exercisable
to purchase one share of Common Stock at $0.89 per share, substantially in the
form attached hereto as Exhibit B (the "PURCHASED WARRANTS" and together with
the Purchased Shares, the "PURCHASED SECURITIES").

              (b)    Agreement to Purchase and Sell Securities. Subject to the
terms and conditions of this Agreement, each Purchaser severally agrees to
purchase, and the Company agrees to sell and issue to each Purchaser, at the
Closing (as defined below), that number of Units set forth opposite such
Purchaser's name on Exhibit A attached hereto. The purchase price of each Unit
(the "PER UNIT PRICE") shall be $0.71.

              (c)    Use of Proceeds. The Company intends to apply the net
proceeds from the sale of the Purchased Securities for working capital and
general corporate purposes, including clinical trials and regulatory activities.

              (d)    Obligations Several Not Joint. The obligations of each
Purchaser under this Agreement are several and not joint with the obligations of
any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other





Purchaser under this Agreement. Nothing contained herein, and no action taken by
any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
this Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

       2.     CLOSING. The purchase and sale of the Purchased Securities shall
take place at the offices of Ropes & Gray LLP, One International Place, Boston,
Massachusetts 02110-2624 at 9:00 a.m., Boston, Massachusetts time, on August 23,
2006, or at such other time and place as the Company and Purchasers representing
a majority of the Units to be purchased, mutually agree upon (which time and

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