Underwriting Agreement (2006)Full Document 

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                                 [____] UNITS *

                               BIOPURE CORPORATION

                             UNDERWRITING AGREEMENT

                                December __, 2006

Dawson James Securities, Inc.,
As Representative of the several
   Underwriters named in Schedule I hereto
c/o Dawson James Securities, Inc.
925 South Federal Highway, 6th Floor
Boca Raton, FL 33432

Dear Sirs:

      Biopure Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions contained herein, to sell to you and the
other underwriters named on Schedule I to this Agreement (the "Underwriters")
for whom you are acting as Representative (the "Representative"), the number of
securities of the Company identified on Schedule I to this Agreement.

      The Underwriters, severally and not jointly, agree to purchase from the
Company the number of Firm Units set forth opposite their respective names on
Schedule I attached hereto and made a part hereof at a purchase price (net of
discounts and commissions) of $____ per Firm Unit. The Firm Units are to be
offered to the public (the "Offering") at the offering price of $___ per Firm
Unit. Each Firm Unit consists of one (1) share of the Company's Class A common
stock, par value $0.01 per share (the "Common Stock"), and one (1) warrant (the
"Warrant"). Each Warrant entitles its holder to exercise it to purchase one (1)
share of Common Stock for $_____ and shall be exercisable immediately for a
period of five (5) years commencing on the Effective Date (as defined
hereinbelow). The Warrants are to be issued under the terms of a Warrant
Agreement (the "Warrant Agreement") by and between the Company and its stock
transfer agent, American Stock Transfer & Trust Company, in substantially the
form filed as an exhibit to the Registration Statement (as hereinafter defined).
The shares of Common Stock and the Warrants are separate securities and are
referred to collectively as "Units" for convenience only.

      The Company has prepared and initially filed in conformity with the
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
and the published rules and regulations thereunder (the "Rules") adopted by the
Securities and Exchange Commission (the "Commission"), a Registration Statement
(as hereinafter defined) on Form S-1 on October 17, 2006 (File No. 333-138049),
including a Preliminary Prospectus (as hereinafter defined) relating to the
Securities (as hereinafter defined), and such amendments thereof as may have
been required to the date of this Underwriting Agreement (the "Agreement"). The
Company has heretofore delivered copies of the Registration Statement (including
all amendments thereto) and of the related Preliminary Prospectus to you. The
term "Preliminary Prospectus" means any preliminary prospectus included at any
time as a part of the Registration Statement or filed with the Commission by the
Company pursuant to Rule 424(a) of the Rules. The term "Registration Statement"
as used in this Agreement means the initial registration statement (including
all exhibits, all financial schedules and all documents and information deemed
to be a part of the Registration Statement through incorporation by reference or
otherwise), as amended at the time and on the date it becomes effective (the
"Effective Date"), including the information (if any) contained in the form of
final Prospectus (as hereinafter defined) filed with the Commission pursuant to

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