Exhibit 4.17

                          REGISTRATION RIGHTS AGREEMENT

      This  Registration  Rights Agreement (this  "AGREEMENT"),  dated April 19,
2004 (the  "AGREEMENT  DATE"),  is between  ADVENTRX  Pharmaceuticals,  Inc.,  a
Delaware corporation (the "COMPANY") and Franklin M. Berger (the "INVESTOR").

                                   BACKGROUND

            A. The Company and the Investor have entered into a Common Stock and
      Warrant Purchase Agreement (the "PURCHASE  AGREEMENT") as of the Agreement
      Date pursuant to which the Company desires to sell to the Investor and the
      Investor  desires to purchase from the Company shares of Common Stock, par
      value $0.001 per share ("COMMON STOCK"), of the Company (the "SHARES").

            B. As  additional  consideration  for the  purchase  of the  Shares,
      pursuant  to the  Purchase  Agreement,  the  Company  shall  issue  to the
      Investor  certain  warrants  to  purchase  shares  of  Common  Stock  (the
      "WARRANTS").

            C. A condition to the  obligations  under the Purchase  Agreement is
      that the Company and the  Investor  enter into this  Agreement in order to
      provide the  Investor  with  certain  rights to register the resale of the
      Shares and the Warrant Shares (as defined herein).

                                    AGREEMENT

      In  consideration  of the mutual  promises,  representations,  warranties,
covenants  and  conditions  set forth in this  Agreement,  the parties  agree as
follows:

1.    DEFINITIONS. For purposes of this Agreement, the term:

            (A)  "REGISTRABLE  SECURITIES"  means (a) the Shares and the Warrant
      Shares or other  securities  issued or  issuable  to the  Investor  or its
      transferees,  assignees or designee (i) upon exercise of the Warrants,  or
      (ii) upon any dividend or  distribution  with respect to, any exchange for
      or any replacement of the Shares, Warrants or Warrant Shares or (iii) upon
      any  conversion,   exercise  or  exchange  of  any  securities  issued  in
      connection  with any  such  distribution,  exchange  or  replacement;  (b)
      securities  issued or  issuable  upon any  stock  split,  stock  dividend,
      recapitalization  or similar  event with  respect  to the  foregoing;  (c)
      securities issued pursuant to Section 8 of the Purchase Agreement, Section
      9 or Section 10 of this Agreement or Section 3 of the Warrants and (d) any
      other security issued as a dividend or other distribution with respect to,
      in exchange for, in  replacement  or redemption of, or in reduction of the
      liquidation  value of, any of the securities  referred to in the preceding
      clauses.  The parties  acknowledge  that the Company may choose to include
      the  Registrable  Securities  hereunder on a  registration  statement with
      other similar securities.

            (B) "INVESTOR" means  collectively the Investor and any transferees,
      assignees or designees thereof who hold Registrable Securities.

            (C) "COMMISSION" means the Securities and Exchange Commission.


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            (D) "WARRANT  SHARES" means the shares of Common Stock issuable upon
      exercise of the Warrants.

            (E) "SECURITIES ACT" means the Securities Act of 1933, as amended.

            (F) "EXCHANGE ACT" means the Exchange Act of 1934, as amended.

2.    FILING OF REGISTRATION STATEMENT.

            (A) The Company shall prepare and file with the Commission a "shelf"
      registration  statement (a  "REGISTRATION  STATEMENT")  on Form S-3 (or if
      such form is not available to the Company on another form  appropriate for
      such  registration  in  accordance   herewith)  covering  all  Registrable
      Securities  for a secondary or resale  offering to be made on a continuous
      basis pursuant to Rule 415, such Registration  Statement to be filed by no
      later than June 30, 2004 (the "TARGET FILING DATE"). The Company shall use
      its best  efforts  to cause  the  Registration  Statement  to be  declared
      effective under the Securities Act not later than 90 days after the Target
      Filing  Date   (including   filing  with  the  Commission  a  request  for
      acceleration  of  effectiveness  in accordance  with Rule 461  promulgated
      under the  Securities  Act within five  business days of the date that the
      Company is notified  (orally or in writing,  whichever  is earlier) by the
      Commission that a Registration Statement will not be "reviewed," or not be
      subject  to  further  review)  and to  keep  such  Registration  Statement
      continuously  effective under the Securities Act until such date as is the
      earlier of (x) the date when all  Registrable  Securities  covered by such
      Registration Statement have been sold or (y) the second anniversary of the
      Agreement  Date (the  "EFFECTIVENESS  PERIOD").  Upon the  initial  filing
      thereof,  the  Registration  Statement  shall  cover at least  100% of the
      Shares and 100% of the Warrant Shares.  Such  Registration  Statement also
      shall cover,  to the extent  allowable  under the  Securities  Act and the
      rules  promulgated  thereunder  (including  Securities Act Rule 416), such
      indeterminate  number of additional  shares of Common Stock resulting from
      stock splits,  stock dividends or similar transactions with respect to the
      Registrable  Securities.  Not less than three  business  days prior to the
      filing of the  Registration  Statement  or any related  prospectus  or any
      amendment  or  supplement  thereto,  the Company  shall (i) furnish to the
      Investor  copies  of  all  such  documents  proposed  to be  filed,  which
      documents  (other than those  incorporated  by reference)  and (ii) at the
      request of the Investor of Registrable  Securities  cause its officers and
      directors, counsel and independent certified public accountants to respond
      to such  inquiries as shall be  reasonably  necessary,  in the  reasonable
      opinion of the Investor, to conduct a reasonable  investigation within the
      meaning of the Securities Act. The Company shall not file the Registration
      Statement or any such prospectus or any amendments or supplements  thereto
      to which the  Investor  shall  reasonably  object in writing  within three
      business days after their receipt thereof.

            (B) The Company shall (i) prepare and file with the Commission  such
      amendments,  including  post-effective  amendments,  to  the  Registration
      Statement  as  may  be  necessary  to  keep  the  Registration   Statement
      continuously   effective  as  to  all   Registrable   Securities  for  the
      Effectiveness Period and to the extent any Registrable  Securities are not
      included in such Registration Statement for reasons other than the failure
      of the Investor to comply with Section 4 hereof,


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shall  prepare  and  file  with  the  Commission  such  additional  Registration
Statements  in order  to  register  for  resale  under  the  Securities  Act all
Registrable  Securities;  (ii)  cause the  related  prospectus  to be amended or
supplemented by any required  prospectus  supplement,  and as so supplemented or
amended to be filed  pursuant  to Rule 424 (or any  similar  provisions  then in
force)  promulgated  under the  Securities  Act;  (iii)  respond as  promptly as
possible,  and in no event later than 10 business days, to any comments received
from the Commission with respect to the Registration  Statement or any amendment
thereto and as promptly as possible, upon request, provide the Investor true and
complete copies of all correspondence from and to the Commission relating to the
Registration  Statement;  and (iv)  comply  in all  material  respects  with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect  to the
disposition of all Registrable  Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with the  intended  methods  of
disposition by the Investor thereof set forth in the  Registration  Statement as
so amended or in such prospectus as so supplemented.

            (C) The Company  shall  notify the  Investor as promptly as possible
      (i) when a  prospectus  or any  prospectus  supplement  or  post-effective
      amendment to the Registration Statement is proposed to be filed (but in no
      event in the case of this  subparagraph (i), less than three business days
      prior to the date of such filing);  (ii) when the Commission  notifies the
      Company whether there will be a "review" of such  Registration  Statement;
      and (iii) with respect to the Registration Statement or any post-effective
      amendment, when the same has become effective, and after the effectiveness
      thereof:  (A) of any  request by the  Commission  or any other  Federal or
      state  governmental   authority  for  amendments  or  supplements  to  the
      Registration Statement or prospectus or for additional information; (B) of
      the  issuance  by  the  Commission  of  any  stop  order   suspending  the
      effectiveness  of the  Registration  Statement  covering any or all of the
      Registrable  Securities  or the  initiation  of any  proceedings  for that
      purpose;  (C) of the  receipt  by the  Company  of any  notification  with
      respect  to  the  suspension  of  the   qualification  or  exemption  from
      qualification  of  any of  the  Registrable  Securities  for  sale  in any
      jurisdiction,  or the initiation or threatening of any proceeding for such
      purpose;  and (D) if the financial statements included in the Registration
      Statement become  ineligible for inclusion therein or of the occurrence of
      any event that makes any statement made in the  Registration  Statement or
      prospectus  or any  document  incorporated  or deemed  to be  incorporated
      therein by reference  untrue in any material  respect or that requires any
      revisions to the Registration Statement,  prospectus or other documents so
      that, in the case of the Registration Statement or the prospectus,  as the
      case may be, it will not contain any untrue  statement of a material  fact
      or omit to state  any  material  fact  required  to be stated  therein  or
      necessary  to  make  the   statements   therein,   in  the  light  of  the
      circumstances  under  which  they  were  made,  not  misleading.   Without
      limitation  to any remedies to which the  Investor  may be entitled  under
      this Agreement, if any of the events described in Section 2(c)(iii) occur,
      the  Company  shall use its best  efforts to respond  to and  correct  the
      event.

            (D) The Investor acknowledges that the Registration  Statement shall
      also  register a  significant  amount of shares of Common  Stock  owned by
      other  stockholders  which have  "piggy-back"  registration  rights  under
      various agreements with the Company.


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3.    PIGGY-BACK REGISTRATION.

            (A) RIGHT TO  PIGGY-BACK.  If (but without any  obligation  to do so
      other than as provided above) the Company  proposes to register any shares
      of Common Stock in connection  with any offering of shares of Common Stock
      pursuant to a registration  statement under the Securities Act (other than
      a registration  relating  solely to the sale of securities to participants
      in a Company  stock  plan or a  transaction  covered by Rule 145 under the
      Securities Act, or a registration in which the only stock being registered
      is Common Stock issuable upon conversion of debt securities which are also
      being registered) (a "PUBLIC  OFFERING"),  the Company shall promptly give
      the Investor  written  notice of such  registration,  at least 10 business
      days  prior  to  the  filing  of  any  registration  statement  under  the
      Securities  Act. Upon the written  request of the Investor  given within 5
      business days after  delivery of such written  notice by the Company,  the
      Company shall,  subject to the  provisions of Section 3(b) below,  use its
      best efforts to cause to be registered  under the  Securities  Act on such
      registration statement all of the Registrable Securities that the Investor
      has requested to be registered.

            (B)  UNDERWRITING.  If the  registration  statement  under which the
      Company  gives notice under  Section  3(a) is for an  underwritten  Public
      Offering,  the  Company  shall so advise  the  Investor.  The right of the
      Investor  to  registration   pursuant  to  Section  3(a)  above  shall  be
      conditioned upon the Investor's participation in such underwriting and the
      inclusion of the Registrable  Securities in the underwriting to the extent
      provided  herein.  The Investor  shall  (together with the Company and any
      other holders of Company securities  distributing their securities through
      such underwriting) enter into an underwriting  agreement in customary form
      with the  underwriter or  underwriters  selected for  underwriting  by the
      Company.  Notwithstanding  any other  provision of Sections  3(a),  if the
      underwriter  determines that marketing factors require a limitation of the
      number of shares to be  underwritten,  the underwriter may exclude some or
      all of the Registrable Securities from such registration and underwriting.

      4.  FURNISH  INFORMATION.  It  shall  be  a  condition  to  the  Company's
obligations  to take  any  action  under  this  Agreement  with  respect  to the
Registrable  Securities of the Investor that the Investor shall promptly furnish
to the Company, upon request, such information regarding itself, the Registrable
Securities,  and the intended  method of disposition of such securities as shall
be necessary to effect the registration of its Registrable  Securities.  In that
connection,  the Investor shall be required to represent to the Company that all
such  information  which is given is both  complete and accurate in all material
respects when made.

      5. DELAY OF  REGISTRATION.  THE INVESTOR  shall have no right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of the terms of this Agreement.

      6.  TERMINATION  OF  REGISTRATION   RIGHTS.   Following  the  end  of  the
Effectiveness  Period,  the Company  shall have no  obligation  to register  the
Registrable Securities pursuant to this Agreement or otherwise.


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7.  INDEMNIFICATION.

            (A)  To  the  extent   permitted   by  law,   the   Company   shall,
      notwithstanding  any  termination  of this  Agreement,  indemnify and hold
      harmless the Investor,  to the fullest extent permitted by applicable law,
      from and against any and all losses, claims, damages,  liabilities,  costs
      (including,  without  limitation,  costs  of  preparation  and  reasonable
      attorneys'  fees) and  expenses  (collectively,  "LOSSES"),  as  incurred,
      arising out of or relating to any untrue or alleged untrue  statement of a
      material fact contained or incorporated  by reference in the  Registration
      Statement, any prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus,  or arising out of or
      relating to any omission or alleged  omission of a material  fact required
      to be stated therein or necessary to make the  statements  therein (in the
      case of any  prospectus  or form of  prospectus or amendment or supplement
      thereto, in the light of the circumstances under which they were made) not
      misleading  (collectively  a  "VIOLATION"),  provided,  however,  that the
      indemnity  agreement  contained  in this  Section  7(a) shall not apply to
      amounts paid in settlement of any such Loss if such settlement is effected
      without the prior written  consent of the Company (which consent shall not
      be unreasonably withheld), nor shall the Company be liable to the Investor
      to the  extent  that  any  Loss  arises  out of or is  based  upon  untrue
      statements,  omissions or  violations  which occur in reliance upon and in
      conformity with information furnished expressly for use in connection with
      such registration by the Investor.

            (B)  To  the  extent   permitted  by  law,   the   Investor   shall,
      notwithstanding  any  termination  of this  Agreement,  indemnify and hold
      harmless the Company, each of its directors,  each of its officers who has
      signed the registration  statement,  each person, if any, who controls the
      Company (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act),  any  underwriter,  any other  stockholder of the
      Company  selling  securities  in  such  Registration   Statement  and  any
      controlling person of any such underwriter or other  stockholder,  against
      any Losses,  as incurred,  arising out of or relating to any  Violation in
      each case to the extent (but only to the extent)that such Violation occurs
      in reliance upon and in conformity with written  information  furnished in
      writing  expressly for use in  connection  with such  registration  by the
      Investor;  provided,  however,  that the indemnity  agreement contained in
      this  Section 7(b) shall not apply to amounts  paid in  settlement  of any
      such Loss if such  settlement  is  effected  without  the  consent  of the
      Investor,    which   consent   shall   not   be   unreasonably   withheld.
      Notwithstanding  anything to the contrary  contained herein,  the Investor
      shall be liable in the  aggregate  under this  Section  7(b) for only such
      amounts,  if any, as in the  aggregate  do not exceed the net  proceeds to
      such Investor as a result of the sale of Registrable  Securities  pursuant
      to such Registration Statement.


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      8.  LISTING.  The Company  shall cause all  Registrable  Securities  to be
listed on any United States securities  exchange,  quotation  system,  market or
over-the-counter  bulletin  board  on which  similar  securities  issued  by the
Company are then listed and use its best efforts to maintain such listing.

      9. FAILURE TO FILE  REGISTRATION  STATEMENT.  The Company and the Investor
agree that the Investor will suffer damages if the Registration Statement is not
filed  on or prior to the  Target  Filing  Date  and  maintained  in the  manner
contemplated  herein  during  the  Effectiveness  Period.  The  Company  and the
Investor  further agree that it would not be feasible to ascertain the extent of
such damages with precision.  Accordingly,  if the Registration Statement is not
filed on or prior to the Target Filing Date, the Company shall pay in cash or in
shares of Common Stock (at the Company's option) as liquidated  damages for such
failure and not as a penalty to the Investor an amount equal to two percent (2%)
of the purchase  price the Investor  paid for the Shares and Warrants  purchased
pursuant to the Purchase Agreement (the "PURCHASE PRICE") for each 30-day period
until the Registration Statement has been filed with the Commission, which shall
be pro rated for such  periods  less than 30 days (the "LATE  FILING  DAMAGES").
Payments to be made to the Investor  pursuant to this Section 9 shall be due and
payable within 5 business days of any demand therefor by the Investor, but in no
event more than once during any 30-day  period.  The parties agree that the Late
Filing Damages represent a reasonable estimate on the part of the parties, as of
the date of this Agreement, of the amount of damages that may be incurred by the
Investor if the  Registration  Statement  is not filed on or prior to the Target
Filing Date. If the Company  elects to pay the Late Filing  Damages in shares of
Common Stock, such shares of Common Stock shall be valued at the average closing
price of a share of Common Stock on the applicable trading market for the Common
Stock for the 5-trading-day  period immediately  preceding the date of demand of
such Late Filing Damages.

      10. FAILURE OF REGISTRATION STATEMENT TO BECOME EFFECTIVE. The Company and
the Investor  agree that the Investor  will suffer  damages if the  Registration
Statement  is not  declared  effective  by the  Commission  on or  prior  to the
ninetieth  (90th) day  following  the  Target  Filing  Date (the  "EFFECTIVENESS
DEADLINE").  The Company  and the  Investor  further  agree that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if
the Registration  Statement is not declared effective by the Commission prior to
the Effectiveness Deadline, the Company shall pay in cash or in shares of Common
Stock (at the Company's  option) as liquidated  damages for such failure and not
as a penalty to the  Investor  an amount  equal to (a) two  percent  (2%) of the
Purchase Price for the first 30-day period following the Effectiveness  Deadline
(which  shall be pro  rated  for such  periods  less  than 30 days)  and (b) one
percent (1%) of the Purchase  Price for each  subsequent  30-day  period  (which
shall be pro rated for such periods  less than 30 days) (the  "NON-EFFECTIVENESS
DAMAGES") until either (x) the Registration  Statement is declared  effective by
the Commission or (y) the first  anniversary of the Agreement Date.  Payments to
be made to the  Investor  pursuant  to this  Section 10 shall be due and payable
within 5 business days of any demand  therefor by the Investor,  but in no event
more  than  once  during  any  30-day   period.   The  parties  agree  that  the
Non-Effectiveness  Damages  represent a  reasonable  estimate on the part of the
parties, as of the Agreement Date, of the amount of damages that may be incurred
by the Investor if the  Registration  Statement is not declared  effective on or
prior to the  ninetieth  (90th) day  following  the Target  Filing Date.  If the
Company elects to pay the  Non-Effectiveness  Damages in shares of Common Stock,
such shares of Common  Stock shall be valued at the average  closing  price of a
share of Common Stock on the applicable  trading market for the Common Stock for
the  5-trading-day  period  immediately  preceding  the date of  demand  of such
Non-Effectiveness Damages.


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11.   LISTING; EXCHANGE ACT REPORTS.

            (A) The Company shall use  commercially  reasonable  best efforts to
      list its Common Stock on the American Stock Exchange.

            (B) With a view to making  available to the Investor the benefits of
      Rule 144 promulgated under the Securities Act or any other similar rule or
      regulation of the  Commission  that may at any time permit the Investor to
      sell securities of the Company to the public without  registration  ("RULE
      144"), the Company agrees to:

      (I)   make and keep  public  information  available,  as those  terms  are
            understood and defined in Rule 144;

      (II)  file with the  Commission  in a timely  manner all reports and other
            documents  required of the Company under the  Securities Act and the
            Securities  Exchange Act of 1934, as amended (the "EXCHANGE ACT") so
            long as the Company  remains  subject to such  requirements  and the
            filing of such  reports  and other  documents  is  required  for the
            applicable provisions of Rule 144; and

      (III) furnish to the  Investor so long as the  Investor  owns  Registrable
            Securities,  promptly upon request,  (i) a written  statement by the
            Company that it has complied with the reporting requirements of Rule
            144, the  Securities  Act and the Exchange  Act,  (ii) a copy of the
            most recent annual or quarterly report of the Company and such other
            reports and documents so filed by the Company to the extent any such
            report is not available on the Commission's  website, and (iii) such
            other  information  as may be  reasonably  requested  to permit  the
            Investor  to sell  such  securities  pursuant  to Rule  144  without
            registration.

12.   MISCELLANEOUS.

            (A)  GOVERNING  LAW.  This  Agreement,  all  acts  and  transactions
      pursuant hereto and the rights and obligations of the parties hereto shall
      be governed,  construed and interpreted in accordance with the laws of the
      state of California, without giving effect to principles of choice of law.

            (B)  JURISDICTION  AND  VENUE.  Any  legal  action  or  other  legal
      proceeding  relating to this Agreement or the enforcement of any provision
      of this Agreement shall be brought or otherwise  commenced in any state or
      federal court located in the county of San Diego,  California.  Each party
      to this Agreement:  (i) expressly and irrevocably  consents and submits to
      the  jurisdiction of each state and federal court located in the county of
      San Diego,  California  and each  appellate  court located in the state of
      California, in connection with any such legal proceeding; (ii) agrees that
      each  state  and  federal  court  located  in the  county  of  San  Diego,
      California shall be deemed to be a convenient  forum; and (iii) agrees not
      to assert, by way of motion, as a defense or otherwise,  in any such legal
      proceeding  commenced in any state or federal  court located in the county
      of San  Diego,  California  any  claim  that  such  party  is not  subject
      personally to the  jurisdiction of such court,  that such legal proceeding
      has  been  brought  in an  inconvenient  forum,  that  the  venue  of such
      proceeding  is improper or that this  Agreement  or the subject  matter of
      this Agreement may not be enforced in or by such court.


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            (C) ENTIRE AGREEMENT.  This Agreement  embodies the entire agreement
      and  understanding  between the parties hereto with respect to the subject
      matter  hereof and  supersedes  all prior oral or written  agreements  and
      understandings  relating  to the  subject  matter  hereof.  No  statement,
      representation,  warranty, covenant or agreement of any kind not expressly
      set forth in this Agreement shall affect, or be used to interpret,  change
      or restrict, the express terms and provisions of this Agreement.

            (D) NOTICES. All notices and other communications hereunder shall be
      in writing and shall be given (and shall be deemed to have been duly given
      upon receipt) by delivery in person or facsimile transmission (received at
      the facsimile machine to which it is transmitted prior to 5:00 p.m., local
      time, on a business day in the state of California, for the party to which
      it is sent),  by courier or express  delivery  service or by registered or
      certified  mail  (postage  prepaid,   return  receipt  requested)  to  the
      respective  parties at the  following  addresses (or at such other address
      for a party as shall be  specified in a notice  given in  accordance  with
      this Section):

      if to the Company:                          ADVENTRX Pharmaceuticals, Inc.
                                                  9948 Hibert Street, Suite 100
                                                  San Diego, CA  92131
                                                  Attention: Nicholas J. Virca
                                                  Facsimile: (858) 271-9678
      with a copy to (not to constitute notice):  Bingham McCutchen LLP
                                                  3 Embarcadero Center
                                                  San Francisco, CA  94111-4067
                                                  Attention: Henry D. Evans, Jr.
                                                  Facsimile: (415) 393-2286

      if to the Investor:                         Franklin M. Berger
                                                  19 East 80th Street
                                                  New York, NY  10021
                                                  Facsimile:  (212) 988-9340

            (E)  AMENDMENTS  AND  WAIVERS.  Any  term of this  Agreement  may be
      amended,  waived or  departed  from only with the  written  consent of the
      Company and the Investor.  No such waiver or consent shall be deemed to be
      or shall constitute a waiver or consent with respect to any other terms or
      provisions of this Agreement,  whether or not similar. Each such waiver or
      consent  shall be  effective  only in the  specific  instance  and for the
      purpose  for which it was given,  and shall not  constitute  a  continuing
      waiver or consent.

            (F)  SUCCESSORS  AND ASSIGNS.  This Agreement is personal to each of
      the parties hereto and may not be assigned  without the written consent of
      the other party;  provided,  however, that the Investor shall be permitted
      to assign this Agreement to any person to whom it assigns or transfers the
      Warrants or  Registrable  Securities,  other than in a public  resale,  in
      compliance  with  applicable  securities  laws.  Any  assignee  must be an
      "accredited  investor"  as defined in Rule  501(a)  promulgated  under the
      Securities Act.


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<PAGE>

            (G)  SEVERABILITY.   In  the  event  that  any  court  of  competent
      jurisdiction  shall determine that any provision,  or any portion thereof,
      contained in this Agreement shall be  unenforceable  in any respect,  then
      such provision shall be deemed limited to the extent that such court deems
      it  enforceable,  and as so limited shall remain in full force and effect.
      In the event that such court  shall  deem any such  provision,  or portion
      thereof, wholly unenforceable,  the remaining provisions of this Agreement
      shall nevertheless remain in full force and effect.

            (H)  INTERPRETATION.  The parties hereto acknowledge and agree that:
      (i) each  party  and such  party's  counsel  has  reviewed  the  terms and
      provisions of this Agreement;  (ii) the rule of construction to the effect
      that any ambiguities are resolved  against the drafting party shall not be
      employed in the interpretation of this Agreement;  and (iii) the terms and
      provisions of this Agreement  shall be construed  fairly as to the parties
      hereto and not in favor of or against any party, regardless of which party
      was generally responsible for the preparation of this Agreement.  Whenever
      used herein,  the singular  number  shall  include the plural,  the plural
      shall  include  the  singular,  the use of any gender  shall  include  all
      persons.

            (I) HEADINGS AND CAPTIONS.  The headings and captions of the various
      subdivisions  of this Agreement are for  convenience of reference only and
      shall in no way modify,  or affect the meaning or  construction  of any of
      the terms or provisions hereof.

            (J) NO WAIVER OF RIGHTS, POWERS AND REMEDIES. No failure or delay by
      a party  hereto  in  exercising  any  right,  power or remedy  under  this
      Agreement,  and no course of dealing  between  the parties  hereto,  shall
      operate as a waiver of any such  right,  power or remedy of the party.  No
      single or  partial  exercise  of any  right,  power or remedy  under  this
      Agreement by a party hereto,  nor any  abandonment  or  discontinuance  of
      steps to enforce  any such right,  power or remedy,  shall  preclude  such
      party from any other or further  exercise  thereof or the  exercise of any
      other right,  power or remedy  hereunder.  The election of any remedy by a
      party hereto  shall not  constitute a waiver of the right of such party to
      pursue  other  available  remedies.  No notice to or demand on a party not
      expressly  required under this Agreement shall entitle the party receiving
      such notice or demand to any other or further  notice or demand in similar
      or other  circumstances  or constitute a waiver of the rights of the party
      giving  such  notice  or  demand  to any  other or  further  action in any
      circumstances without such notice or demand.

            (K)  REGISTRATION  EXPENSES.  All fees and expenses  incident to the
      performance  of or compliance  with this Agreement by the Company shall be
      borne by the Company whether or not the Registration Statement is filed or
      becomes  effective and whether or not any Registrable  Securities are sold
      pursuant to the Registration Statement.  The fees and expenses referred to
      in the foregoing  sentence  shall  include,  without  limitation,  (i) all
      registration  and filing fees  (including,  without  limitation,  fees and
      expenses (A) with respect to filings required to be made with the American
      Stock  Exchange  and each other  securities  exchange,  quotation  system,
      market or over-the-counter  bulletin board on which Registrable Securities
      are required  hereunder to be listed, (B) with respect to filings required
      to be  made  with  the  Commission,  and  (C)  in  compliance  with  state
      securities or Blue Sky laws), (ii) printing expenses  (including,  without
      limitation,  expenses of printing certificates for Registrable  Securities
      and of printing or photocopying prospectuses),  (iii) messenger, telephone
      and delivery  expenses,  (iv) Securities Act liability  insurance,  if the
      Company so desires such insurance,  and (v) fees and expenses of all other
      persons retained by the Company in connection with the consummation of the


                                       9
<PAGE>

      transactions   contemplated   by  this   Agreement,   including,   without
      limitation,  the Company's independent public accountants  (including,  in
      the case of an underwritten  offering, the expenses of any comfort letters
      or costs associated with the delivery by independent public accountants of
      a comfort letter or comfort letters) and legal counsel.  In addition,  the
      Company shall be responsible for all of its internal  expenses incurred in
      connection with the consummation of the transactions  contemplated by this
      Agreement (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of any annual audit, and the fees and expenses incurred in connection with
      the listing of the  Registrable  Securities on any securities  exchange as
      required hereunder.

            (L)  COUNTERPARTS  AND  FACSIMILE  DELIVERY.  This  Agreement may be
      executed in counterparts,  each of which shall be deemed an original,  but
      all of which together shall  constitute one and the same  instrument.  Any
      signature   page  delivered  by  facsimile  or  other   electronic   image
      transmission  shall be binding to the same extent as an original signature
      page,  with  regard to any  agreement  subject to the terms  hereof or any
      amendment thereto.  Any party who delivers such a signature page agrees to
      later deliver an original counterpart to any party who requests it.

                            [Signature page follows.]

                                       10
<PAGE>

      SIGNATURE PAGE TO THE  REGISTRATION  RIGHTS  AGREEMENT IN WITNESS WHEREOF,
the  parties  hereto have  executed  this  Agreement  as of the date first above
written.

ADVENTRX PHARMACEUTICALS, INC.


By:    /s/ Evan M. Levine
       ----------------------------
Name:  Evan M. Levine
       ----------------------------
Title: Chief Operating Officer
       ----------------------------


/s/ Franklin M. Berger
-----------------------------------
FRANKLIN M. BERGER


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