CONSULTING AGREEMENT
This
Consulting Agreement (this “ Agreement ”) is
dated August 24, 2009 but will become effective (the “
Effective Date ”) immediately prior to the resignation
of Mark N. K. Bagnall, an individual and resident of the State of
California (“ Consultant ”), from the Board of
Directors of and ADVENTRX Pharmaceuticals, Inc., a Delaware
corporation (the “ Company ”).
1. Consulting Relationship .
During the term of this Agreement, Consultant will provide
consulting services (the “ Services ”) to the
Company as described on Exhibit A attached to this
Agreement. Consultant shall provide Services only as requested by
the Company.
2. Fees. As consideration
for the Services to be provided by Consultant and other
obligations, the Company shall pay to Consultant the amounts
specified in Exhibit B attached to this Agreement at
the times specified therein.
3. Expenses . Consultant
shall not be authorized to incur on behalf of the Company any
expenses without the prior consent of the Company’s Chief
Business Officer (the “ Company Contact ”),
which consent shall be evidenced in writing for any expenses in
excess of $500 per month. As a condition to receipt of
reimbursement, Consultant shall be required to submit to the
Company reasonable evidence that the amount involved was expended
and related to Services provided under this Agreement.
4. Term and Termination .
Consultant shall serve as a consultant to the Company for a period
commencing on the Effective Date and terminating on August 31,
2010, unless sooner terminated upon written notice of termination
from the Company to Consultant or from Consultant to the Company;
provided , however, that, the Company may terminate this
Agreement prior to August 31, 2010 only if Consultant is in
material breach of this Agreement.
5. Independent Contractor .
Consultant’s relationship with the Company will be that of an
independent contractor and not that of an employee.
(a) Method of Provision of
Services . Consultant shall be solely responsible for
determining the method, details and means of performing the
Services. Consultant may not employ or engage the service of any
third parties to perform the Services required by this
Agreement.
(b) No Authority to Bind Company
. Consultant has no authority to enter into contracts that bind
the Company or create obligations on the part of the Company
without the prior written authorization of the Company.
(c) No Benefits . Consultant
acknowledges and agrees that Consultant will not be eligible for
any Company employee benefits and, to the extent Consultant
otherwise would be eligible for any Company employee benefits but
for the express terms of this Agreement, Consultant hereby
expressly declines to participate in such Company employee
benefits.
(d) Withholding; Indemnification
. Consultant shall have full responsibility for applicable
withholding taxes for all compensation paid to Consultant under
this Agreement, and for compliance with all applicable labor and
employment requirements.
6. Supervision of Consultant’s
Services . All of the services to be performed by
Consultant, including but not limited to the Services, will be as
agreed between Consultant and the Company Contact. Consultant will
be required to report to the Company Contact concerning the
Services performed under this Agreement. The nature and frequency
of these reports will be mutually determined by Consultant and the
Company Contact.
7. Confidentiality . During
the performance of the Services, the Company may disclose to
Consultant and Consultant may generate or develop, data and other
information that the Company regards as confidential and/or
proprietary (including the terms of this Agreement) (collectively,
“ Confidential Information ”). Consultant will
maintain all Confidential Information in confidence and will employ
reasonable procedures to prevent its unauthorized disclosure.
Consultant will not disclose any Confidential Information to
anyone, or use any Confidential Information for any purpose, other
than as is necessary to perform the Services.
8. Inventions . Any
inventions or discoveries (whether or not patentable or
copyrightable), innovations, suggestions and ideas (“
Inventions ”), and intellectual property rights
therein related to the Services or any Confidential Information,
made, discovered or developed by Consultant, jointly or with
others, as a result of performing Services shall be promptly
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 right
