7. **Confidentiality****.**During the performance of the Services, the Company may discloseto Consultant and Consultant may generate or develop, data and other information that the Companyregards as confidential and/or proprietary (including the terms of this Agreement) (collectively,“Confidential Information”). Without in any way limiting Consultant’s continuingobligations set forth in the surviving provisions of the Company’s Confidential Information,Non-Solicitation and Invention Assignment Agreement for Employees, the Code of Business Conduct andEthics, the Policies and Procedure Manual, as updated from time to time, and the Insider Tradingand Disclosure Policy, each as previously signed by Consultant (collectively, “EmploymentDocuments”), Consultant will maintain all Confidential Information in confidence and will employreasonable procedures to prevent its unauthorized disclosure. Consultant will not disclose anyConfidential Information to anyone, or use any Confidential Information for any purpose, other thanas is necessary to perform the Services.8. **Inventions****.**Any inventions or discoveries (whether or not patentable orcopyrightable), innovations, suggestions and ideas (“Inventions”), and intellectualproperty rights therein related to the Services or any Confidential Information, made, discoveredor developed by Consultant, jointly or with others, as a result of performing Services shall bepromptly disclosed to the Company and shall be the sole and exclusive property of the Company.Consultant hereby assigns and agrees to assign to the Company any rights Consultant may have oracquire in any such Inventions and agrees to assist the Company in every proper way to obtain andfrom time to time enforce the Company’s intellectual property rights, whether registrable or not,including, but not limited to, patents, copyrights and trademarks on Inventions in any and alljurisdictions, and to that end Consultant will execute all documents for use in applying for andobtaining intellectual property rights covering and enforcing Inventions as the Company may desire,together with any assignments of Inventions to the Company or persons designated by it.9. **Conflicts with this Agreement****.**Consultant represents and warrants that Consultantis not under any pre-existing obligation in conflict or in any way inconsistent with the provisionsof this Agreement. Consultant represents and warrants that Consultant’s performance of all theterms of this Agreement will not breach any agreement to keep in confidence proprietary informationacquired by Consultant in confidence or in trust prior to commencement of this Agreement.Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes,techniques and other information, if any, which Consultant has gained from third parties, and whichConsultant discloses to the Company or uses in the course of performance of this Agreement, withoutliability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultantshall not bundle with or incorporate into any deliveries provided to the Company herewith any thirdparty products, ideas, processes, or other techniques, without the express, written prior approvalof the Company. Consultant represents and warrants that Consultant has not granted and will notgrant any rights or licenses to any intellectual property or technology that would conflict withConsultant’s obligations under this Agreement. Consultant will not knowingly infringe upon anycopyright, patent, trade secret or other property right of any former client, employer or thirdparty in the performance of the Services required by this Agreement.10. **Miscellaneous****.**(a) **Amendments and Waivers****.**Any term of this Agreement may be amended or waived onlywith the written consent of the parties.(b) **Sole Agreement****.**This Agreement, including the Exhibits hereto, constitutes thesole agreement of the parties and supersedes all oral negotiations and prior writings with respectto the subject matter hereof. For clarity, nothing in this Agreement has any effect onConsultant’s continuing obligations under the surviving provisions of the Employment Documents.
 
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(c) **Notices****.**Any notice required or permitted by this Agreement shall be in writingand shall be deemed sufficient upon receipt, when delivered personally or by courier, overnightdelivery service or confirmed facsimile, 48 hours after being deposited in the regular mail ascertified or registered mail (airmail if sent internationally) with postage prepaid, if such noticeis addressed to the party to be notified at such party’s address or facsimile number as set forthbelow, or as subsequently modified by written notice.(d) **Choice of Law****.**The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of California as applied to agreements amongCalifornia residents entered into and to be performed entirely within California.(e) **Severability****.**If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiate such provision in good faith.In the event that the parties cannot reach a mutually agreeable and enforceable replacement forsuch provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance ofthe Agreement shall be interpreted as if such provision were so excluded and (iii) the balance ofthe Agreement shall be enforceable in accordance with its terms.(f) **Counterparts****.**This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together will constitute one and the same instrument.(g) **Arbitration****.**Any dispute or claim arising out of or in connection with anyprovision of this Agreement will be finally settled by binding arbitration in San Diego County,California, in accordance with the rules of the American Arbitration Association by one arbitratorappointed in accordance with said rules. The arbitrator shall apply California law, as applied toagreements among California residents entered into and to be performed entirely within California,to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be enteredin any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply toany court of competent jurisdiction for preliminary or interim equitable relief, or to compelarbitration in accordance with this paragraph, without breach of this arbitration provision. ThisSection 10(g) shall not apply to Section 7 hereof.(h) **Advice of Counsel****.**EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT,SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READAND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.[Signature page follows]
 
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The parties have executed this Agreement on the respective dates set forth below.      **ADVENTRX PHARMACEUTICALS, INC.**