exv10w5







Exhibit 10.5




ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan




Non-Statutory Stock Option Grant Agreement — Director




     THIS NON-STATUTORY STOCK OPTION GRANT AGREEMENT- Director (this “Agreement”), effective as of
                    , 20___(the “Grant Date”), is entered into by and between ADVENTRX
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and                      (the “Grantee”).



     1. Grant of Option. The Company hereby grants to the Grantee a non-statutory stock
option (the “Option”) to purchase
                shares of common stock of the Company, par value $0.001
per share (the “Shares”), at the exercise price of $                     per Share (the “Exercise Price”). The
Option is not intended to qualify as an incentive stock option under Section 422 of the Code.



     2. Subject to the Plan. This Agreement is subject to the provisions of the ADVENTRX
Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan (the “Plan”), and, unless the context requires
otherwise, terms used herein shall have the same meaning as in the Plan. In the event of a
conflict between the provisions of the Plan and this Agreement, the Plan shall control.



     3. Term of Option. Unless the Option terminates earlier pursuant to the provisions of
this Agreement, the Option shall expire on the tenth anniversary of the Grant Date.



     4. Vesting. The Option shall become vested with respect to 1/12 of the Shares at the
end of each successive month after [the Grant Date] until all of the Shares have vested;
provided, however, that the Grantee is then providing Services.



     5. Exercise of Option



     (a) Manner of Exercise. To the extent vested, the Option may be exercised, in whole
or in part, by delivering written notice to the Company in accordance with paragraph (g) of Section
8 in such form as the Company may require from time to time. Such notice shall specify the number
of Shares subject to the Option as to which the Option is being exercised, and shall be accompanied
by full payment of the Exercise Price of such Shares in a manner permitted under the terms of
Section 5.5 of the Plan, except that payment with previously acquired Shares may only be made with
the consent of the Committee. The Option may be exercised only in multiples of whole Shares and no
fractional Shares shall be issued.



     (b) Issuance of Shares. Upon exercise of the Option and payment of the Exercise
Price for the Shares as to which the Option is exercised, the Company shall issue to the Grantee
the applicable number of Shares in the form of fully paid and nonassessable Shares.



     (c) Capitalization Adjustments. The number of Shares subject to the Option and the
Exercise Price shall be equitably and appropriately adjusted as provided in Section 12.2 of the
Plan.



 









 





     6. Termination of Option



     (a) Termination of Service Other Than Due to Death or Disability. Unless the Option
has earlier terminated, the Option shall terminate in its entirety, regardless of whether the
Option is vested, three (3) years after the date the Grantee ceases to provide Services for any
reason other than the Grantee’s death or Disability. Except as provided in paragraphs (b) and (c)
of this Section, any portion of the Option that is not vested at the time the Grantee ceases to
provide Services shall immediately terminate.



     (b) Death. Upon the Grantee’s death, unless the Option has earlier terminated, to the
extent the Option is not fully vested the Option shall become fully vested and exercisable. The
Grantee’s executor or personal representative, the person to whom the Option shall have been
transferred by will or the laws of descent and distribution, or such other permitted transferee, as
the case may be, may exercise the Option in accordance with paragraph (a) of Section 5,
provided such exercise occurs within three (3) years after the date of the Grantee’s death
or the end of the term of the Option pursuant to Section 3, whichever is earlier.



     (c) Disability. In the event that the Grantee ceases to provide Services by reason of
Disability, unless the Option has earlier terminated (i) the Option shall become fully vested and
exercisable and (ii) the Option may be exercised, in accordance with paragraph (a) of Section 5,
provided such exercise occurs within three (3) years after the date of Disability or the
end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this
Agreement, “Disability” shall mean the Grantee’s becoming disabled within the meaning of Section
22(e)(3) of the Code, or as otherwise determined by the Committee in its discretion. The Committee
may require such proof of Disability as the Committee in its sole and absolute discretion deems
appropriate and the Committee’s determination as to whether the Grantee has incurred a Disability
shall be final and binding on all parties concerned.



     (d) Automatic Extension of Exercise Period. Notwithstanding any provisions of
paragraphs (a), (b) or (c) of this Section to the contrary, if exercise of the Option following
termination of service during the time period set forth in the applicable paragraph or sale during
such period of the Shares acquired on exercise would violate any of the provisions of the federal
securities laws (or any Company policy related thereto), the time period to exercise the Option
shall be extended until the later of (i) forty-five (45) days after the date that the exercise of
the Option and sale of the Shares acquired on exercise would not be a violation of the federal
securities laws (or a related Company policy), or (ii) the end of the time period set forth in the
applicable paragraph.



     7. Change in Control.



     (a) Effect on Option. In the event of a Change in Control, the Option shall (i) vest
and become exercisable on the day prior to the date of the Change in Control if the Grantee is then
providing Services and (ii) terminate on the date of the Change in Control.



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     (b) Other Agreement or Plan. The provisions of this Section (including the
definition of Cause), shall be superseded by the specific provisions, if any, of a written service
or, if applicable, employment agreement between the Grantee and the Company, or a severance plan of
the Company covering the Grantee, including a change in control severance agreement or plan, to the
extent such a provision provides a greater benefit to the Grantee.



     8. Miscellaneous.



     (a) No Rights of Stockholder. The Grantee shall not have any of the rights of a
stockholder with respect to the Shares subject to this Option until such Shares have been issued
upon the due exercise of the Option.



     (b) No Registration Rights; No Right to Settle in Cash. The Company has no
obligation to register with any governmental body or organization (including, without limitation,
the U.S. Securities and Exchange Commission (“SEC”)) any of (a) the offer or issuance of any Award,
(b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon
exercise of any Award, regardless of whether the Company in fact undertakes to register any of the
foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any
Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of
any Award are not registered with any governmental body or organization (including, without
limitation, the SEC), the Company will not under any circumstance be required to settle its
obligations, if any, under this Plan in cash.



     (c) Nontransferability of Option. Except to the extent and under such terms and
conditions as determined by the Committee, the Option shall be nontransferable otherwise than by
will or the laws of descent and distribution, and during the lifetime of the Grantee, the Option
may be exercised only by the Grantee or, during the period the Grantee is under a legal disability,
by the Grantee’s guardian or legal representative. Notwithstanding the foregoing, the Grantee may,
by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the
Company, designate a third party who, in the event of the Grantee’s death, shall thereafter be
entitled to exercise the Option.



     (d) Severability. If any provision of this Agreement shall be held unlawful or
otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such
provision shall (i) be deemed limited to the extent that such court of competent jurisdiction deems
it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and
(ii) not affect any other provision of this Agreement or part thereof, each of which shall remain
in full force and effect.



     (e) Governing Law. This Agreement shall be governed by, and interpreted in accordance
with, the laws of the State of California, other than its conflict of laws principles.



     (f) Headings. The headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.



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     (g)  Notices. All notices required or permitted under this Agreement shall be in
writing and shall be sufficiently made or given if hand delivered or mailed by registered or
certified mail, postage prepaid. Notice by mail shall be deemed delivered on the date on which it
is postmarked.



     Notices to the Company should be addressed to:


     ADVENTRX Pharmaceuticals, Inc.

     6725 Mesa Ridge Road, Suite 100

     San Diego, CA 92121

     Attention: General Counsel




     Notice to the Grantee should be addressed to the Grantee at the Grantee’s address as it
appears on the records of the Company or a Subsidiary or a successor company (or a subsidiary or
parent thereof).



     The Company or the Grantee may by writing to the other party, designate a different address
for notices.



     If the receiving party consents in advance, notice may be transmitted and received via
facsimile or via such other electronic transmission mechanism as may be available to the parties.
Such notices shall be deemed delivered when received.



     (h) Agreement Not a Contract.  This Agreement (and the grant of the Option) is not an
employment or service contract, and nothing in the Option shall be deemed to create in any way
whatsoever any obligation on Grantee’s part to continue as an employee or director of or consultant
to the Company or a Subsidiary or a successor company (or a subsidiary or parent thereof), or of
the Company or a Subsidiary or a successor company (or a subsidiary or parent thereof) to continue
Grantee’s service as such an employee, director or consultant.



     (i) Entire Agreement; Modification. This Agreement and the Plan contain the entire
agreement between the parties with respect to the subject matter contained herein and may not be
modified, except as provided in the Plan or in a written document signed by each of the parties
hereto, and may be rescinded only by a written agreement signed by both parties.



     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Grant Date.



	 	 	 	 	 	 	 
	 	 	ADVENTRX PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Grantee	 	 







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