CONFIDENTIAL SEPARATION AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS
This Confidential Separation Agreement and General Release of All Claims (“Separation
Agreement”) is made by and between ADVENTRX Pharmaceuticals, Inc. (“ADVENTRX”) and Mark
N. K. Bagnall (“Employee”) with respect to the following facts:
A. Employee is currently employed by ADVENTRX.
B. ADVENTRX is reducing its costs and is terminating Employee’s employment. As a result,
Employee’s employment with ADVENTRX will terminate effective December 26, 2008 (“Separation
Date”). ADVENTRX wishes to reach an amicable separation with Employee and assist Employee’s
transition to other opportunities. As part of this transition, ADVENTRX wishes to engage Employee
as an independent contractor consultant in accordance with that certain Consulting Agreement, in
substantially the form attached hereto as Exhibit A (the “Consulting Agreement”).
C. The parties desire to settle all claims and issues that have, or could have, been raised in
relation to Employee’s employment with ADVENTRX and arising out of or in any way related to the
acts, transactions or occurrences between Employee and ADVENTRX to date, including, but not
limited to, Employee’s employment with ADVENTRX and the termination of that employment, on the
terms set forth below.
THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is
agreed by and between the undersigned as follows:
1. Severance Package . ADVENTRX agrees to provide Employee with the following payments
and benefits (“Severance Package”) to which Employee is not otherwise entitled. Employee
acknowledges and agrees that this Severance Package constitutes adequate legal consideration for
the promises and representations made by Employee in this Separation Agreement.
1.1 Severance Payment . ADVENTRX agrees to provide Employee with a severance
payment of $165,500, less all applicable taxes and withholdings (“Severance Payment”). Assuming
this Separation Agreement is