(c) **No Benefits****.**Consultant acknowledges and agrees that Consultant (or Consultant’semployees, if Consultant is an entity) will not be eligible for any Company employee benefits and,to the extent Consultant (or Consultant’s employees, if Consultant is an entity) otherwise would beeligible for any Company employee benefits but for the express terms of this Agreement, Consultant(on behalf of itself and its employees) hereby expressly declines to participate in such Companyemployee benefits.(d) **Withholding; Indemnification****.**Consultant shall have full responsibility forapplicable withholding taxes for all compensation paid to Consultant, Assistants and its otherpartners, agents and employees, and for compliance with all applicable labor and employmentrequirements with respect to Consultant’s self-employment, sole proprietorship or other form ofbusiness organization, and Assistants and Consultant’s other partners, agents and employees,including state worker’s compensation insurance coverage requirements and any US immigration visarequirements. Consultant agrees to indemnify, defend and hold the Company harmless from anyliability for, or assessment of, any claims or penalties with respect to such withholding taxes,labor or employment requirements, including any liability for, or assessment of, withholding taxesimposed on the Company by the relevant taxing authorities with respect to any compensation paid toConsultant, Assistants or any other of Consultant’s partners, agents or its employees.6. **Supervision of Consultant’s Services****.**All of the services to be performed byConsultant, including but not limited to the Services, will be as agreed between Consultant and theCompany’s Principal Executive Officer (the “Company Contact”). Consultant and, at the Company’srequest, Assistants will be required to report to the Company Contact concerning the servicesperformed under this Agreement. The nature and frequency of these reports will be left to thediscretion of the Company Contact.7. **Confidentiality****.**During the performance of the Services, the Company will discloseto Consultant and/or the Assistants, and Consultant and/or the Assistants will generate or develop,data and other information that the Company regards as confidential and/or proprietary (includingthe terms of this Agreement) (collectively, “Confidential Information”). Consultant will maintainall Confidential Information in confidence and will employ reasonable procedures to prevent itsunauthorized disclosure. Consultant will not disclose any Confidential Information to anyone, oruse any Confidential Information for any purpose, other than as is necessary to perform theServices.8. **Inventions****.**Any inventions or discoveries (whether or not patentable orcopyrightable), innovations, suggestions and ideas (“Inventions”), and intellectual property rightstherein related to the Services or any Confidential Information, made, discovered or developed byConsultant or any Assistants, 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 haveor acquire in any such Inventions and agrees to assist the Company in every proper way to obtainand from time to time enforce the Company’s intellectual property rights, whether registrable ornot, 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.
 
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9. **Conflicts with this Agreement****.**Consultant represents and warrants that neitherConsultant nor any of Consultant’s partners, employees or agents or any of the Assistants is underany pre-existing obligation in conflict or in any way inconsistent with the provisions of thisAgreement. Consultant represents and warrants that Consultant’s and the Assistant’s performance ofall the terms of this Agreement will not breach any agreement to keep in confidence proprietaryinformation acquired by Consultant in confidence or in trust prior to commencement of thisAgreement. Consultant warrants that Consultant has and the Assistants have the unrestricted rightto disclose and/or or use all ideas, processes, techniques and other information, if any, whichConsultant has gained from third parties, and which Consultant discloses to the Company or uses inthe course of performance of this Agreement, without any liability to such third parties.Notwithstanding the foregoing, Consultant agrees that neither Consultant nor any of the Assistantsshall bundle with or incorporate into any deliveries provided to the Company herewith any thirdparty products, ideas, processes, or other techniques, without first obtaining for the Company (andits successors and assigns) a royalty-free, worldwide, irrevocable, transferable, nonexclusivelicense to use such product, idea, process, or other technique for any purpose whatsoever.Consultant represents and warrants that neither Consultant nor any of the Assistants has grantedand none of them will grant any rights or licenses to any intellectual property or technology thatwould conflict with Consultant’s or the Assistant’s obligations under this Agreement. Consultantwill not knowingly infringe upon any copyright, patent, trade secret or other property right of anyformer client, employer or third party in the performance of the Services.10. **Warranty Disclaimer****.**THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS TOCONSULTANT WITH RESPECT TO ANY INFORMATION DISCLOSED OR PROVIDED BY COMPANY AND DISCLAIMS ALLIMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT ANDFITNESS FOR A PARTICULAR PURPOSE.11. **Indemnification****.**Consultant will hold Company and its officers, directors,employees, agents and representatives harmless from liability resulting from Consultant’sperformance of the Services.12. **Miscellaneous****.**(a) **Amendments and Waivers****.**Any term of this Agreement may be amended or waived onlywith the written consent of the parties.
 
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(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.(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 ofthis Agreement shall be interpreted as if such provision were so excluded and (iii) the balance ofthis 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.
 
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(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.(i) **Assignment; Subcontracting****.**Consultant shall have no right to assign,subcontract, transfer, or otherwise dispose of its rights under this Agreement or to assign theburdens hereof without the prior written consent of the Company. Subject to the foregoing, thisAgreement shall inure to the benefit of and be binding upon each party’s successors and assigns.[Signature Page Follows]
 
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The parties have executed this Consulting Agreement effective as of the date first set forthabove.      ADVENTRX PHARMACEUTICALS, INC.