Exhibit
10.12







November
15, 2004







Brian M.
Culley

[                                                    
 ]




Dear
Brian:




ADVENTRX
Pharmaceuticals, Inc. is pleased to offer you full-time employment on the terms
and conditions stated in this offer letter. We would employ you as Vice
President, Business Development reporting to Evan M. Levine, President &
CEO. Your
responsibilities would include the following: 




Position
Responsibilities:




	·  	
      Responsible
      for the development and implementation of business strategies to meet
      company goals and objectives. 



	·  	
      Develops,
      investigates, negotiates, and tracks business
  agreements.



	·  	
      In
      conjunction with senior scientific staff, plans and evaluates projects by
      performing market research, determining the project’s financial viability
      and planning a marketing strategy.



	·  	
      Works
      with finance to design cost & pricing models that maximize growth
      potential of the project.



	·  	
      Administers
      and monitors appropriate cost and service measures (budgets, metrics,
      measures, controls) to ensure the achievement of all key target goals and
      objectives.



	·  	
      Negotiates
      relationships with leading researchers in the field as
      consultants.



	·  	
      Responsible
      for overseeing projects and maximizing project resources. Leads efforts to
      analyze current project operations and makes recommendations for
      improvement and coordinates the decision-making
process.



	·  	
      Confers
      with project personnel to provide technical
advice.



	·  	
      Creates
      and delivers presentations to the Board of Directors and potential
      corporate investors, venture capitalists, and strategic
      partners.



	·  	
      Perform
      other duties as required.






General
Responsibilities:




	·  	
      Operate
      to the highest ethical and moral standards.



	·  	
      Comply
      with our policies and procedures.



	·  	
      Adhere
      to quality standards set by regulations, and our policies, procedures and
      mission.



	·  	
      Communicate
      effectively with supervisors, colleagues and subordinates. Be committed to
      team effort and be willing to assist in unrelated job areas when called
      upon.



	·  	
      Provide
      administrative leadership for us and provide knowledge-based expertise in
      related areas that can be applied to meeting the strategic
      goals.



	·  	
      Travel
      as needed.






We would
initially compensate you at the rate of $170,000 per year, less payroll
deductions and withholding, payable in accordance with our payroll policies.





We would
recommend that our Board of Directors grant you a nonstatutory stock option to
purchase 100,000 shares of our common stock which option would vest with respect
to 33,352 shares on your first anniversary of employment with the remainder of
the shares vesting at the rate of 2,777 shares per month for each month of your
employment until fully vested. The
issuance of this option would be conditioned on the adoption by us and our
stockholders of a stock option plan, which we currently expect to do by May
2005. There
would also be the possibility of receiving additional stock options in the
future based upon your performance and our overall success. 























 

As an our
employee, you would be entitled to participate in our medical, dental, life
insurance and 401(k) programs on the same terms as our other full-time
employees. These programs as well as other employee benefits and policies are
described in further detail in our Policies and Procedure Manual. We reserve the
right to modify or amend at our sole discretion the terms of any and all
employee benefit programs from time to time without advance notice to our
employees. “Notwithstanding our employee vacation policy set forth in the Policy
and Procedure Manual, you will be entitled to 20 vacation days per year which
shall accrue in accordance with our general vacation accrual
policy.”




Your
employment with us would be “at will” and not for a specified term. We make no
express or implied commitment that your employment will have a minimum or fixed
term, that we may take adverse employment action only for cause or that your
employment is terminable only for cause. We may terminate your employment with
or without cause and with or without advance notice at any time and for any
reason. Any contrary representations or agreements that may have been made to
you are superseded by this offer. The at-will nature of your employment
described by this offer letter shall constitute the entire agreement between you
and ADVENTRX concerning the nature and duration of your employment. Although
your job duties, title and compensation and benefits may change over time, the
at-will nature of your employment with us can only be changed in a written
agreement signed by you and our CEO.




Our
proprietary rights and confidential information are among our most important
assets. In addition to signing this offer letter as a condition to your
employment, you must also sign the Confidential
Information, Non-Solicitation and Invention Assignment Agreement, a copy of
which is attached.




We
require that in the course of your employment with us that you not use or
disclose to us any confidential information, including trade secrets, of any
former employer or other person to whom you have had an obligation of
confidentiality. Rather, you will be expected to use only that information which
is generally known and used by persons with training and experience comparable
to your own, which is common knowledge in the industry or otherwise legally in
the public domain, or which is otherwise provided or developed by us. During our
discussions about your proposed job duties, you assured us that you would be
able to perform those duties within the guidelines just described. Accordingly,
you further agree that you will not bring on to our premises any unpublished
documents or property belonging to any former employer or other person to whom
you have an obligation of confidentiality.




As an
employee, we require that you comply with all of our policies and procedures,
including, without limitation, our Code of Business Conduct and Ethics, a copy
of which is attached. Violation of any or our policies or procedures would be
cause for disciplinary action including termination.




Your
employment with us is also conditioned upon your ability to provide adequate
documentation of your legal right to work in the United States, as well as
educational credentials, and successful completion of our reference checking
process. If you make any misrepresentations to us or omit to state a material
fact necessary in order to make another statement made not misleading, we may
void this offer or, if you are already employed, terminate your
employment.




If any
portion of this offer letter shall, for any reason, be held invalid or
unenforceable, or contrary to public policy or any law, the remainder of this
offer letter shall not be affected by such invalidity or unenforceability, but
shall remain in full force and effect, as if the invalid or unenforceable term
or portion thereof had not existed within this offer letter.




If you
accept this offer, we would like you to begin full time work with us on December
1, 2004. I look forward to you joining us and being an integral and important
part of our team. Please sign below to accept this offer and return the fully
executed letter to me within five business days. You should keep one copy of
this letter for your own records.


























 

Sincerely,





	ADVENTRX
      Pharmaceuticals, Inc.	 	ACCEPTED
      AND AGREED: 
	 	 	 
		 	 
	/s/
      JOAN M. ROBBINS 	 	/s/
      BRIAN M. CULLEY 
	Joan
      M. Robbins, Ph.D. 	 	Brian
      M. Culley 
	Chief
      Technical Officer	 	
	 	
       
	Date: