Common Contracts

STRICTLY CONFIDENTIAL Mr. Brian M. Culley Chief Executive Officer Adventrx Pharmaceuticals Inc. 6725 Mesa Ridge Road Suite 100 San Diego, CA 92121 Dear Mr. Culley:

Rights Agreement • January 7th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

• Contract Type
  Rights Agreement
• Filed
  January 7th, 2011
• Company
  Adventrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This letter (this “Agreement”) constitutes the agreement between Adventrx Pharmaceuticals Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) that Rodman shall serve as the exclusive (i) placement agent for the Company (“Direct Placement”) on a reasonable best efforts basis or (ii) underwriter for the Company, on a firm commitment basis (“Underwritten Placement”), in connection with the proposed reasonable best efforts placement or series of placements to occur during the term of this Agreement (the “Placement”). The Placement shall consist of registered or unregistered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), warrants to purchase shares of Common Stock (“Warrants”) or securities of the Company convertible into shares of Common Stock of the Company “Convertible Securities”). The terms of such Pla

STRICTLY CONFIDENTIAL Mr. Brian M. Culley Chief Executive Officer Adventrx Pharmaceuticals Inc. 6725 Mesa Ridge Road Suite 100 San Diego, CA 92121 Dear Mr. Culley:

Rights Agreement • May 3rd, 2010 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

• Contract Type
  Rights Agreement
• Filed
  May 3rd, 2010
• Company
  Adventrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This letter (this “Agreement”) constitutes the agreement between Adventrx Pharmaceuticals Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of approximately $50.0 million of securities of the Company (the “Securities”), including but not limited to, convertible preferred securities and warrants. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Rodman would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Rodman’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitu