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<SEC-DOCUMENT>0001169232-04-000181.txt : 20040116
<SEC-HEADER>0001169232-04-000181.hdr.sgml : 20040116
<ACCEPTANCE-DATETIME>20040116170439
ACCESSION NUMBER:		0001169232-04-000181
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20040116
GROUP MEMBERS:		DR. MARVIN S. HAUSMAN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OXIS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000109657
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				941620407
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-32837
		FILM NUMBER:		04530231

	BUSINESS ADDRESS:	
		STREET 1:		6040 N CUTTER CIRCLE STE 317
		CITY:			PORTLAND
		STATE:			OR
		ZIP:			97217
		BUSINESS PHONE:		5032833911

	MAIL ADDRESS:	
		STREET 1:		6040 N CUTTER CIRCLE STE 317
		CITY:			PORTLAND
		STATE:			OR
		ZIP:			97217

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DDI PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DIAGNOSTIC DATA INC /DE/
		DATE OF NAME CHANGE:	19850312

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AXONYX INC
		CENTRAL INDEX KEY:			0001070698
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				860883978
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		750 LEXINTTON AVE
		STREET 2:		STE 1400
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2126884770

	MAIL ADDRESS:	
		STREET 1:		750 LEXINGTON AVE
		STREET 2:		STE 1400
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>d57927_sc13d.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. )
                    Under the Securities Exchange Act of 1934

                            OXIS INTERNATIONAL, INC.
                                (Name of Issuer)

                     COMMON STOCK, $.001 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    691829402
                                 (CUSIP Number)

                              Adam Eilenberg, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                         11 East 44th Street, 11th Floor
                               New York, NY 10017
                                 (212) 986-9700
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                January 15, 2004
             (Date of event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: |_|

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).

<PAGE>

CUSIP No. 691829402

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     Axonyx Inc.
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |_|
                                                                 (b)  |X|
- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    13,912,571
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        15,074,103
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           13,912,571
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    15,074,103
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,074,103
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  |_|


- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     57.3%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     CO
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                       2
<PAGE>

CUSIP No. 691829402

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     Dr. Marvin S. Hausman
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |_|
                                                                 (b)  |X|
- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     AF
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    1,161,532
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        15,074,103
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           1,161,532
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    15,074,103
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,074,103
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  |_|


- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     57.3%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                       3
<PAGE>

Item 1. Security and Issuer.

      The title of the class of equity securities to which this statement
relates is the common stock, $.001 par value per share (the "Oxis Common
Stock"), of Oxis International, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 6040 North Cutter
Circle, Suite 317, Portland, OR 97217.

Item 2. Identity and Background.

 I.

      (a)   Axonyx Inc. ("Axonyx").

      (b)   The business address of Axonyx is 500 Seventh Avenue, 10th Floor,
            New York, NY 10018.

      (c)   Principal Occupation: N/A.

      (d)   Axonyx has not been convicted during the past five years in a
            criminal proceeding (excluding traffic violations or similar
            misdemeanors).

      (e)   Axonyx has not been, during the last five years, a party to a civil
            proceeding of a judicial or administrative body of competent
            jurisdiction and has not and is not subject to a judgment, decree or
            final order enjoining future violations of, or prohibiting or
            mandating activities subject to, federal or state securities laws or
            finding any violation with respect to such laws.

      (f)   Axonyx is a Delaware corporation.

      The directors and executive officers of Axonyx are Marvin S. Hausman, M.D.
(Chairman of the Board and Chief Executive Officer), Gosse Bruinsma, M.D.
(President and Chief Operating Officer, Director), S. Colin Neill (Chief
Financial Officer), Dr. Gerard Vlak (Director), Louis Carnacchia (Director) and
Steven Ferris, Ph.D (Director). Dr. Hausman's business address is set forth
below. The business address of the other executive officers and directors is 500
Seventh Avenue, 10th Floor, New York, NY 10018. The principal occupations of Dr.
Hausman, Dr. Bruinsma and Mr. Neill are as officers of Axonyx. The principal
occupation of Dr. Vlak is international banking. The principal occupation of Mr.
Carnacchia is electrical engineering and consulting. The principal occupation of
Dr. Ferris is academic research and teaching at a medical school.

      None of the directors or executive officers of Axonyx has not convicted
during the past five years in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been during the last five years, a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not and is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. All of the directors and executive officers of Axonyx are citizens of
the United States, except for Dr. Bruinsma, who is a citizen of the Netherlands.

II.

      (a)   Dr. Marvin S. Hausman.


                                       4
<PAGE>

      (b)   The business address of Dr. Hausman is #1 Ash Lake Road, Stevenson,
            WA 98648.

      (c)   Principal Occupation: Chairman of the Board and Chief Executive
            Officer of Axonyx.

      (d)   Dr. Hausman has not been convicted during the past five years in a
            criminal proceeding (excluding traffic violations or similar
            misdemeanors).

      (e)   Dr. Hausman has not been, during the last five years, a party to a
            civil proceeding of a judicial or administrative body of competent
            jurisdiction and has not and is not subject to a judgment, decree or
            final order enjoining future violations of, or prohibiting or
            mandating activities subject to, federal or state securities laws or
            finding any violation with respect to such laws.

      (f)   Dr. Hausman is a citizen of the United States.

      Dr. Hausman is an affiliate of Axonyx, and has entered into a filing
agreement with Axonyx, attached to this Schedule 13D as Exhibit 1, in accordance
with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934,
as amended. Dr. Hausman disclaims beneficial ownership of any shares of Oxis
Common Stock owned by Axonyx, and Axonyx disclaims beneficial ownership of any
shares of Oxis Common Stock owned by Dr. Hausman.

      Dr. Hausman was a director of the Company from March 7, 2002 until
November 13, 2003.

Item 3.  Source and Amount of Funds or Other Consideration.

      On January 15, 2004, Axonyx entered into separate agreements with 25
holders of Oxis Common Stock to purchase their shares of Oxis Common Stock in
exchange for unregistered shares of Axonyx common stock ("Axonyx Common Stock").
Axonyx will be acquiring an aggregate of 13,912,571 shares of Oxis Common Stock
in consideration for its issuance of an aggregate of 1,609,995 shares of Axonyx
Common Stock. The shares of Oxis Common Stock to be acquired by Axonyx represent
52.89% of the Oxis Common Stock currently outstanding, based on the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003. If
Axonyx is deemed to be the beneficial owner of an additional 1,161,532 shares of
Oxis Common Stock owned by Dr. Marvin Hausman, its Chairman of the Board and
Chief Executive officer, Axonyx will own 15,074,103 shares, or 57.35% of the
Oxis Common Stock currently outstanding.

      The exchange ratio for the securities being exchanged is 0.1157187 share
of Axonyx Common Stock for every one (1) share of Oxis Common Stock being
acquired by Axonyx (with a rounding up of fractional interests). The ratio was
based on the average reported closing prices for the common stock of the Company
and Axonyx for the ten-day trading period commencing December 26, 2003 and
ending January 9, 2004.

      The holders of the Oxis Common Stock being exchanged with Axonyx
("Sellers") are either members of and investors in Meridian Financial Group, LLP
("Meridian"), which acquired 1,500,000 shares of the Company's Series F
Preferred Stock and 1,500,000 warrants from the


                                       5
<PAGE>

Company in a private placement transaction in March 2002, or the stockholders of
Triax Capital Management, Inc., a Nevada corporation ("Triax"), which is the
managing member of Meridian. In June 2003, Meridian converted its shares of
Series F Preferred Stock into 15,000,000 shares of Oxis Common Stock and
distributed such shares, and the 1,500,000 warrants, to its members/investors
and to Triax, as managing member. Triax in turn distributed its shares of Oxis
Common Stock allocated to it as managing member to its stockholders. Dr. Hausman
was, until recently, an officer and stockholder of Triax and recently disposed
of his interest in Triax.

      Since Dr. Hausman is the Chairman of the Board and Chief Executive Officer
of Axonyx, to avoid the appearance of any conflict of interest, he is not
selling to Axonyx any of the 1,161,532 shares of Oxis Common Stock he currently
owns, which are comprised of 332,845 shares obtained in June 2003 from Meridian
as a distribution to its member/investors, 780,300 shares obtained from Triax as
a distribution to its stockholders and 48,387 shares issued upon the exercise of
warrants held by Dr. Hausman.

      The form of agreement between Axonyx and each of the Sellers is attached
to this Schedule 13D as Exhibit 2.

Item 4. Purpose of Transaction.

      The acquisitions of Common Stock by Axonyx from the Sellers will make it a
controlling stockholder of the Company. Such acquisitions were made principally
for investment purposes and long-term appreciation and to assist in the further
development and potential commercial exploitation of Oxis' technologies,
particularly those relating to diagnosing and treating diseases caused by
oxidative stress, which Axonyx believes is complementary to its own technologies
and to its focus on central nervous system neuro-degenerative disorders. Axonyx
will become the largest stockholder of the Company, and representatives of
Axonyx intend to have discussions imminently with management and with members of
the Company's Board of Directors about possible changes in management and on the
Board and about strategies for maximizing and enhancing stockholder value.

      Neither Axonyx nor Hausman has any current intention to acquire additional
shares of Oxis Common Stock or otherwise to acquire the Company or its assets.
Axonyx and Hausman each intends to monitor its and his respective investment in
the Company on a continuing basis. Except as set forth herein, neither Axonyx
nor Hausman currently has any plans or proposals that relate to or would result
in any of the matters referred to in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D. Axonyx or Hausman, however, may at any time and from
time to time review or reconsider its or his position with respect to any of
such matters. Either Axonyx and Hausman may change its or his investment intent,
make further acquisitions of shares of Oxis Common Stock from one or more
sellers in the open market or otherwise and/or dispose of all or a portion of
its or his shares of Oxis Common Stock in the open market or otherwise.

Item 5. Interest in Securities of the Issuer.

      Upon purchase of the shares of Oxis Common Stock, Axonyx will hold
13,912,571 shares of Oxis Common Stock. It will have sole voting and dispositive
power over those shares. It may be deemed to have shared voting and dispositive
power over an additional 1,161,532 shares of Oxis Common Stock owned by Dr.
Marvin S. Hausman, the Chairman of the Board


                                       6
<PAGE>

and Chief Executive Officer of Axonyx and an affiliate. Axonyx disclaims
beneficial ownership of Dr. Hausman's shares of Oxis Common Stock and has no
agreement with Dr. Hausman or any other third party, oral or written, relating
to the voting or disposition of his shares or its shares of Oxis Common Stock.

      In addition to the 1,161,532 shares of Oxis Common Stock registered in his
name, Dr. Marvin S. Hausman may be deemed to have shared voting and dispositive
power over the additional 13,912,571 shares of Oxis Common Stock being acquired
by Axonyx, of which he is an affiliate. Dr. Hausman disclaims beneficial
ownership of the shares of Oxis Common Stock being acquired by Axonyx and has no
agreement with Axonyx or any other third party, oral or written relating to the
voting or disposition of its shares or his shares of Oxis Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

      Axonyx and Dr. Marvin S. Hausman have entered into a joint filing
agreement, attached to this Schedule 13D as Exhibit 1. Axonyx has entered into
separate agreements with certain stockholders of Oxis relating to Axonyx's
acquisition of shares of Oxis Common Stock in exchange for unregistered shares
of Axonyx Common Stock. The form of such agreement is attached to this Schedule
13D as Exhibit 2.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1    Joint Filing Agreement dated as of January 15, 2004 between Axonyx
             Inc., Marvin H. Hausman and Triax Capital Management, Inc.

Exhibit 2    Form of Agreement between Axonyx and a stockholder of Oxis
             International, Inc.


                                       7
<PAGE>

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  January 16, 2004            AXONYX INC.

                                    By:  /s/ MARVIN S. HAUSMAN
                                         ---------------------
                                             Marvin S. Hausman,
                                             Chairman of the Board and
                                             Chief Executive Officer


                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>d57927_ex1.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>

                                                                       EXHIBIT 1

      AGREEMENT dated as of January 15, 2004 between Axonyx Inc. ("Axonyx") and
Marvin S. Hausman ("Hausman"; together with Axonyx, the "Investors").

      Axonyx has acquired shares of common stock of Oxis International, Inc.
("Oxis"), and Hausman is the Chairman and Chief Executive Officer of Axonyx.
Hausmans owns shares of common stock to purchase shares of common stock of Oxis,
and by virtue of Hausman's association with Axonyx, the Investors may be deemed
to be affiliates under the federal securities laws and to be acting in concert
as a "group," as defined in Rule 13d-5(b)(1) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with respect to their ownership,
voting and disposition of such shares. Without acknowledging that the Investors
are in fact a "group" under applicable laws, the Investors hereby agree as
follows:

      1. Ownership, Voting and Disposition of Oxis Securities: Each Investor
acknowledges and agrees that there is no agreement, written or oral, with the
other Investor, or any other third party, relating to the ownership, voting or
disposition of any securities of Oxis.

      2. Section 13 and Section 16 Filings and Amendments: Hausman hereby
authorizes Axonyx to prepare, sign and file with the Securities and Exchange
Commission on his behalf all Schedule 13D reports and all Statements of
Beneficial Ownership of Securities on Forms 3, 4 and 5, and all amendments
thereto (collectively, "Filings"), as required by Sections 13 and 16 of the
Exchange Act, with respect to any securities of Oxis held by him, until such
time that he informs Axonyx in writing to the contrary.

      3. Further Purchases and Sales: To ensure that all Filings are completed
in a timely fashion and are accurate and complete, and to further ensure that
the Investors do not unknowingly face potential liability for disgorgement of
any short-swing profits to Oxis in accordance with the requirements of Section
16 of the Exchange Act, prior to any sale or dispositions of any securities of
Oxis, Hausman will inform Axonyx at least one business day prior to any proposed
purchase, sale or other disposition of Oxis' securities by him.

      4. Miscellaneous: This Agreement constitutes the entire agreement between
the parties and may not be amended without the written agreement of each of
them. This Agreement is governed by the laws of the State of Delaware and may be
executed in counterparts, which, taken together, shall constitute one Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth herein.

                                    AXONYX INC.

                                    By:  /s/ MARVIN S. HAUSMAN
                                         ---------------------
                                             Marvin S. Hausman,
                                             Chairman of the Board and
                                             Chief Executive Officer

                                    /s/ MARVIN S. HAUSMAN
                                    ---------------------
                                        Marvin S. Hausman


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>d57927_ex2.txt
<DESCRIPTION>FORM OF AGREEMENT
<TEXT>

                                                                       EXHIBIT 2

                        Form of Share Exchange Agreement

Axonyx Inc.
500 Seventh Avenue, 10th Floor
New York, NY 10018
Attention: Marvin Hausman, M.D., CEO

      Re: Share Exchange

Dear Dr. Hausman:

      The undersigned (the "Seller") is the holder of that number of shares of
the common stock, par value $0.001 per share, of Oxis International, Inc., a
Delaware corporation ("Oxis"), set forth on the signature page of this letter
(the "Shares"). This letter sets forth the terms of our agreement to exchange
the Shares for shares of common stock of Axonyx Inc. ("Axonyx") in accordance
with the terms below.

      1. Share Exchange. Subject to the terms and subject to conditions of this
letter agreement, the undersigned hereby agrees to exchange all of the Shares
for shares of common stock of Axonyx ("Axonyx Common Stock"), at an exchange
ratio of 0.1157187 (the "Exchange Ratio"); that is, each share of Oxis common
stock will be exchanged for 0.1157187 share of Axonyx Common Stock. The Exchange
Ratio is based upon the average reported closing prices for the common stock of
Oxis and Axonyx for the ten-day trading period commencing December 26, 2003 and
ending January 9, 2003. Fractional shares of Axonyx Common Stock will not be
issued; any fractional share of Axonyx Common Stock issuable upon the exchange
for shares of Oxis Common Stock will be rounded up to the next nearest whole
share of Axonyx Common Stock.

      For example, if the undersigned holds 100,000 shares of Oxis Common Stock,
the number of Exchange Shares to be issued would be 11,571.87 shares of Axonyx
Common Stock, which after rounding up for the fractional share interest, would
equal 11,572 shares.

      2. Deliveries. The Seller has executed this letter agreement and has
delivered a copy by fax to Axonyx's counsel, Ehrenreich Eilenberg & Krause LLP
(Fax no. 212-986-2399, Attention: Adam Eilenberg, Esq.). Immediately, and not
more than two (2) business days following our receipt of a signed signature page
of this letter agreement from Axonyx, the undersigned shall deliver to such
counsel by Federal Express or other overnight courier at 11 East 44th Street,
17th Floor, New York, NY 10017, an original executed copy of the signature page
of this letter agreement, together with (a) an originally executed stock power,
with signature guarantee, in the form attached hereto as Exhibit A (the "Stock
Power"), relating to the Shares and (b) either the original share certificate
evidencing the Shares or an originally executed lost stock certificate affidavit
in the form attached hereto as Exhibit B. The signature guaranty shall be
executed by a bank or other financial institution, including a brokerage firm.
As soon as practicable, and in any event not more than ten (10) business days
following delivery by Axonyx of a signed signature page to this letter agreement
to the undersigned, Axonyx shall cause to be delivered a share certificate
reflecting the Exchange Shares. If the undersigned does not receive a signed
copy of this letter agreement within ten (10) business days of delivering to
Axonyx a signed copy of this letter, the obligations of the Seller hereunder
shall terminate.

      3. Registration Rights. The Seller acknowledges that the Exchange Shares
to be issued by Axonyx will be "restricted securities" and will not be
registered under the federal securities laws, and therefore will bear a
restrictive legend to that effect. Within 10 days following the declaration of
effectiveness of a registration statement on Form S-3 relating to the resale of
shares of Axonyx Common Stock purchased by the investors in a $50 million dollar
investment round, as described in Axonyx's Form 8-

<PAGE>

K filed on January 12, 2004, Axonyx shall file a registration statement on Form
S-3 relating to the resale of the Exchange Shares (the "Resale S-3") and shall
use its best efforts thereafter to cause the Resale S-3 to be declared effective
by the Securities and Exchange Commission. Axonyx shall bear the costs and
expenses relating to the Resale S-3 customarily borne by the issuer filing a
resale registration statement for the holders of its securities.

      4. Representations and Warranties of the Seller. The undersigned hereby
represents and warrants to Axonyx as follows:

              (a) Organization, Authority and Qualification. [If the Seller is
an entity:] The Seller is a corporation, limited liability company, limited
partnership, trust or other entity duly organized, validly existing and in good
standing under the laws of its incorporation or formation and has the requisite
power and authority to execute and deliver this letter agreement and any of the
Exhibits contemplated hereby, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this letter agreement by the Seller and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of the Seller.

              (b) Ownership of the Shares. The Seller is the beneficial and
record owner of and has good, valid and marketable title to all of the Shares,
free and clear of all liens, mortgages, charges or other encumbrances and any
preemptive or subscription rights.

              (c) No Consents. Except as may be required under the Securities
Act of 1933, and subject to Axonyx's counsel providing any opinions in
connection therewity, the Seller is not required to obtain any order, consent,
approval or authorization of any person or entity in connection with the
exchange of the Shares for the Exchange Shares.

              (d) Investment Intent. The Exchange Shares which are being
acquired by the Seller in exchange for the Shares are being acquired for the
Seller's own account, not as nominee or agent, and not with a view towards the
resale or distribution of all or any part of the Exchange Shares. The Seller has
no intention of selling, transferring or distributing as a dividend or otherwise
any part of the Exchange Shares and has not entered into any agreement or
understanding with any party to do so.

              (e) Seller's Actions. The Seller has not acted and will not act in
concert with any other stockholder of Oxis, either in the negotiation and
execution of this letter agreement or in connection with the consummation of the
transactions contemplated hereunder. The Seller is not a member of any "group",
as defined under the federal securities laws, with respect to the Seller's
ownership or sale of the Shares, the voting thereof, or otherwise in connection
with Oxis, and the Seller has no agreement, written or oral, with any
stockholder of Oxis or any third party relating to any matter concerning the
affairs of Oxis. The Seller acknowledges that the Seller has separately
negotiated with Axonyx the terms and conditions of this letter agreement and
that the delivery of a signed copy hereof to Axonyx does not mean that Axonyx
has made any offer to the Seller to acquire the Shares or that the Seller is
making an offer to Axonyx to sell the Shares to it. The Seller is not acquiring
the Exchange Shares as a result of any general solicitation or general
advertisement by Axonyx, or any offer or other limited solicitation by Axonyx to
stockholders of Oxis.

              (f) Seller' Status. The Seller is an "accredited investor" as
defined in Rule 501(a) under the Securities Act of 1933, as amended (the
"Securities Act").

              (g) Experience of the Seller. The Seller, either alone or together
with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Exchange Shares, and has so evaluated
the merits and risks of such investment. The Seller is able to bear the economic
risk of an


                                       2
<PAGE>

investment in the Exchange Shares and, at the present time, is able to afford a
complete loss of such investment.

      5. Representations and Warranties of Axonyx. In order to induce the Seller
to enter into this letter agreement, Axonyx hereby represents and warrants to
the Seller as follows:

              (a) Organization, Authority and Qualification. Axonyx is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has the requisite power and authority to execute and
deliver this letter agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this letter agreement by Axonyx and the consummation by Axonyx of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of Axonyx.

              (b) No Consents. Axonyx is not required to obtain any order,
consent, approval or authorization of any person or entity in connection with
the issuance of the Exchange Shares in exchange for the Shares or any of the
other transactions contemplated hereunder.

              (c) Issuance of the Exchange Shares. The Exchange Shares, when
issued, will be duly authorized by all necessary corporate action by Axonyx, and
will be duly and validly issued, fully paid and non-assessable shares of common
stock of Axonyx.

              (d) Investment Intent. The Shares which are being acquired by
Axonyx in exchange for the Exchange Shares are being acquired for Axonyx's own
account, not as nominee or agent, and not with a view towards the resale or
distribution of all or any part of the Shares. Axonyx has no intention of
selling, transferring or distributing as a dividend or otherwise any part of the
Shares and has not entered into any agreement or understanding with any party to
do so.

              (e) SEC Reports. Axonyx has filed all reports required to be filed
by it under the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as
the Company was required by law to file such material) (the foregoing materials,
including the exhibits thereto, being collectively referred to herein as the
"SEC Reports") on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

      6. Further Assurances. The Seller and Axonyx shall execute and deliver
such further instruments of conveyance, transfer and assignment, cooperate and
assist in providing information for making and completing regulatory filings,
and take such other actions as the Seller or Axonyx, as the case may be, may
reasonably require of the other party to evidence or effectuate the transactions
contemplated hereunder.

      7. Amendment. This Agreement may not be amended or otherwise modified,
except by an instrument in writing signed by, or on behalf of, each of the
parties hereto.

      8. Governing Law. This letter agreement (including the documents and
instruments referred to herein) shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of New York, as
applied to agreements entered into and wholly performed within such State.


                                       3
<PAGE>

      9. Counterparts. This letter agreement may be executed in one or more
counterparts which together shall constitute a single agreement. If any
provisions of this Agreement shall be held to be illegal, invalid or
unenforceable under any applicable law, then such contravention or invalidity
shall not invalidate the entire letter agreement. Such provision shall be deemed
to be modified to the extent necessary to render it legal, valid and
enforceable, and if no such modification shall render it legal, valid and
enforceable, then this letter agreement shall be construed as if not containing
the provision held to be invalid, and the rights and obligations of the parties
shall be construed and enforced accordingly.

      10. Entire Agreement. This letter agreement supersedes all prior
agreements between the parties hereto with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.

                    [REMAINDER OF PAGE INTENTIONALLY OMITTED]


                                       4
<PAGE>

      If this letter agreement accurately sets forth our agreement, please sign
below where indicated.

Dated:  January __, 2004

                                    Sincerely,

                                    ______________________, SELLER

                                    _______________________________
                                    Name:    ______________________
                                    Title:   ______________________

                                    Address:          ______________________
                                                      ______________________
                                                      ______________________
                                    Telephone:        ______________________
                                    Fax:              ______________________
                                    Email:            ______________________

                                    Social Security or Taxpayer
                                       Identification No.:

                                    _______________________________

No. Shares of Oxis Common Stock being exchanged: ___________________________

AGREED:

Date: January 15, 2004

AXONYX INC.

By: /s/ MARVIN S. HAUSMAN
    ---------------------
Name:    Marvin S. Hausman
Title:   Chairman of the Board and
         Chief Executive Officer


                                       5
<PAGE>

                                                                       EXHIBIT A

                                   STOCK POWER

      FOR VALUE RECEIVED, the undersigned, __________________________
("Transferor"), does hereby sell, assign and transfer to Axonyx Inc., _______
shares of the common stock of Oxis International, Inc., a Delaware corporation
("Oxis"), standing in the name of Transferor on the books of Oxis and evidenced
by Certificate No. ____, dated ________ __, _____ (the "Shares"). Transferor
hereby irrevocably constitutes and appoints the Secretary of Axonyx Inc. as
Transferor's true and lawful attorney with full power of substitution, to
effectuate the transfer the Shares on the register of transfers and books of
Oxis, and hereby ratifies and confirms all that said attorney or substitute or
substitutes shall lawfully do by virtue hereof.

Dated: As of January __, 2004

                                    TRANSFEROR:

                                    -------------------------------------------
                                    Name:
                                    Title:

SIGNATURE GUARANTEED:


- ------------------------------------
Name:
Title:


                                       6
<PAGE>

                                                                       EXHIBIT B

                  LOST STOCK AFFIDAVIT AND INDEMNITY AGREEMENT

      _______________[, the _________ of ENTITY NAME], being duly sworn, deposes
and says that:

              1. __________________ (the "Holder") am the legal and beneficial
owner of _____ shares (the "Shares") of common stock of Oxis International,
Inc., a Delaware corporation (the "Company"), represented by Certificate No. __
for _____ shares (the "Certificate"). [If Holder is an entity, add the
following: I am the duly appointed and current _________ of the Holder.]

              2. The Holder is unable to deliver the Certificate to the Company
for cancellation and reissuance to Axonyx Inc., the purchaser of the Shares,
since the Certificate has been lost. The Holder has attempted, unsuccessfully,
to locate the Certificate.

              3. No instrument of transfer, assignment or conveyance of the
Shares was at any time executed and delivered to any person; nor were the
Shares, in whole or in part, or any interest therein, otherwise transferred,
assigned or conveyed at any time to any person.

              4. The Holder hereby irrevocably disclaims any and all right,
title and interest whatsoever in and to the Certificate, and any proceeds
thereof, and covenants and agrees to at no time assert any claim to any such
right, title or interest against the Company and Axonyx relating to the Shares.

              5. The Holder hereby further covenants and agrees, for itself and
its successors and assigns, if applicable, to indemnify and hold the Company and
Axonyx and their respective successors and assigns harmless from any and against
and all demands, claims, actions or causes of action, assessments, losses,
damages, deficiencies, liabilities, costs and expenses (including, without
limitation, interest, penalties and attorneys' fees and disbursements)
whatsoever which the Company or Axonyx and/or any such successors or assigns may
hereafter sustain or incur by reason or in connection with any claim made by any
person in respect of the Certificate.

              6. The Holder hereby further covenants and agrees that in the
event the Certificate shall at any time hereafter come into its possession, the
Holder shall forthwith deliver the same to the Company for cancellation.

Dated:  January __, 2004
                                    ____________________, [HOLDER]

                                    By:_________________
                                    Name:
                                    Title:


                                       7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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