EX-10.2






ADVENTRX PHARMACEUTICALS, INC.




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the
ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan (the “Plan”), each of which represents
the right to receive on the Settlement Date (described below) one (1) share of common stock of
ADVENTRX Pharmaceuticals, Inc., par value $0.001 per share, as follows:



	 	 	 
	Participant:
	 	


	Grant Date:
	 	


	Number of Restricted Stock Units:
	 	, subject to adjustment as provided

by the Restricted Stock Units

Agreement.

	 	 	 

	Settlement Date:
	 	For each Restricted Stock Unit,

except as otherwise provided by the

Restricted Stock Units Agreement, the

date on which the units become Vested

Units in accordance with the vesting

schedule set forth below.

	Vested Units:
	 	Except as provided by the Restricted

Stock Units Agreement and provided

that the Participant’s Services have

not terminated prior to the

consummation of a Strategic

Transaction (as defined below), one

hundred percent (100%) of the

Restricted Stock Units shall vest

immediately prior to the consummation

of a Strategic Transaction.







A “Strategic Transaction” shall mean: (a) any transaction or series of related transactions or any
plan (including, without limitation, any reorganization, merger, consolidation, exchange or sale of
stock or other securities) in which the stockholders of the Company as constituted immediately
prior to the consummation of such transaction, transactions or plan will, immediately after the
consummation of such transaction, transactions or plan and as a result of securities issued as
consideration for such transaction, transactions or plan, fail to hold at least 50% of the
outstanding voting capital stock of the resulting or surviving entity (or its parent if the
surviving entity is wholly owned by such parent entity); (b) any transaction or series of related
transactions or any plan (including, without limitation, any reorganization, merger, consolidation,
exchange or sale of stock or other securities) in which the stockholders of a subsidiary of the
Company as constituted immediately prior to the consummation of such transaction, transactions or
plan (including a wholly-owned subsidiary) will, immediately after the consummation of such
transaction, transactions or plan and as a result of securities issued as consideration for such
transaction, transactions or plan, fail to hold at least 50% of the outstanding voting capital
stock of the resulting or surviving entity (or its parent if the surviving entity is wholly owned
by such parent entity); (c) a sale, transfer, lease or other disposition by means of any
transaction or series of related transactions or any plan of all or substantially all of the assets
of the Company; (d) the assignment, transfer, lease, sale or other disposition by means of any
transaction or series of related transactions or any plan of all or substantially all of the assets
of one or more subsidiaries of the Company, the assets of which constitute all or substantially all
of the assets of the Company and its subsidiaries taken as a whole; (e) the grant of, among other
things, an exclusive license under the Company’s patents and patent applications related to ANX-514
to make, use or sell products covered by such patents and patent applications in the United States
for the treatment of cancer by intravenous administration of formulations consisting of emulsified
products; and (f) any transaction that the Board or the Committee determines constitutes a
“Strategic Transaction.”



By their signatures below or by electronic acceptance or authentication in a form authorized by the
Company, the Company and the Participant agree that the Award is governed by this Notice and by the
provisions of the Plan and the Restricted Stock Units Agreement, both of which are made a part of
this document. The Participant represents that the Participant has read and is familiar with the
provisions of the Plan and Restricted Stock Units Agreement, and hereby accepts the Award subject
to all of their respective terms and conditions.



	 	 	 
	ADVENTRX PHARMACEUTICALS, INC.

	 	PARTICIPANT
	By:

	 	

	
 
	 	Signature
	Its:

	 	

	
 
	 	Date






Address: 6725 Mesa Ridge Rd., Suite 100



San Diego, CA 92121



	 	 	 
	ATTACHMENTS:
	 	2008 Omnibus Incentive Plan, as amended to the Grant Date

Restricted Stock Units Agreement

Plan Prospectus