Note: Confidential treatment has been requested with respect to certain redacted portions of this
agreement that are identified herein by three bracketed asterisks, i.e. [***].
SD PHARMACEUTICALS, Inc.
ADVENTRX PHARMACEUTICALS, INC.
TABLE OF CONTENTS
ARTICLE 1: DEFINITIONS
ARTICLE 2: GRANTS
ARTICLE 3: CONSIDERATION
ARTICLE 4: DILIGENT COMMERCIALIZATION
ARTICLE 5: REPORTS, RECORDS AND PAYMENTS
ARTICLE 6: PATENT MATTERS
ARTICLE 7: GOVERNMENTAL MATTERS
ARTICLE 8: TERMINATION OF AGREEMENT
ARTICLE 9: LIMITED WARRANTY
ARTICLE 10: USE OF NAMES AND TRADEMARKS
ARTICLE 11: MISCELLANEOUS PROVISIONS
EXHIBIT A: PATENT APPLICATION
EXHIBIT B: PERFORMANCE GOALS
This agreement (“Agreement”) is made by and between ADVENTRX Pharmaceuticals, Inc., a California
corporation having an address at 6725 Mesa Ridge Road, Ste. 100, San Diego, California, 92121
(“ADVENTRX”) and SD PHARMACEUTICALS, INC., a California corporation having an address at 7402
Cadencia Street, Carlsbad CA, 92009 (“SD PHARMA”).
This Agreement is effective on the date of the last signature (“Effective Date”).
WHEREAS, SD PHARMA has submitted a patent application which describes an invention relating to an
emulsion composition for delivering highly water-soluble Vinca Alkaloid Drugs (the “Invention”) (a copy of said
patent application is appended hereto as Exhibit “A”);
WHEREAS, ADVENTRX is desirous of obtaining certain rights from SD PHARMA for commercial
development, use, and sale of the Invention, and the SD PHARMA is willing to grant such rights;
NOW, THEREFORE, the parties agree: