THIS LICENSE AGREEMENT (“ Agreement ”) dated as of March 25, 2009 (“ Effective Date ”), is entered
into among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at
6725 Mesa Ridge Road, Suite 100, San Diego, California, USA 92121 (“ ADVENTRX ”), SD Pharmaceuticals
Inc., a Delaware corporation and wholly-owned subsidiary of ADVENTRX (“ SDP ”), and Shin Poong
Pharmaceutical Co., Ltd., a company organized under the laws of Republic of Korea, having its principal place of
business at 748-31, Yoksam-Dong, Kangnam-Ku, Seoul, Korea 135-925(“ Licensee ”).
A. SDP owns certain patent rights related to a pharmaceutical product candidate known as ANX-514, which
SDP acquired pursuant to a License Agreement, dated December 10, 2005, with Latitude Pharmaceuticals, Inc. (“
LPI ”) and Andrew X. Chen (the “ LPI Agreement ”), a true and complete copy of which has been delivered to
Licensee, pursuant to which LPI has certain rights with respect to patent prosecution and maintenance and patent
B. Licensee desires to receive a license to such patent rights and certain related know-how for the territory of
South Korea upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties (defined below) hereby agree as follows:
For purposes of this Agreement, the following terms when used with initial capital letters shall have the
respective meanings set forth below in this Article 1 or elsewhere herein.
1.1 “ Adverse Event ” means any untoward medical occurrence in a patient or subject who is administered a
Product, whether or not considered related to a Product, including, without limitation, any undesirable sign
(including abnormal laboratory findings of clinical concern), symptom or disease tempor