ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan Non-Statutory Stock Option Grant Agreement

Exhibit 10.5

ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan

Non-Statutory Stock Option Grant Agreement — Director

     THIS NON-STATUTORY STOCK OPTION GRANT AGREEMENT- Director (this “Agreement”), effective as of                      , 20___(the “Grant Date”), is entered into by and between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and                      (the “Grantee”).

     1.  Grant of Option . The Company hereby grants to the Grantee a non-statutory stock option (the “Option”) to purchase                 shares of common stock of the Company, par value $0.001 per share (the “Shares”), at the exercise price of $                      per Share (the “Exercise Price”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Code.

     2.  Subject to the Plan . This Agreement is subject to the provisions of the ADVENTRX Pharmaceuticals, Inc. 2008 Omnibus Incentive Plan (the “Plan”), and, unless the context requires otherwise, terms used herein shall have the same meaning as in the Plan. In the event of a conflict between the provisions of the Plan and this Agreement, the Plan shall control.

     3.  Term of Option . Unless the Option terminates earlier pursuant to the provisions of this Agreement, the Option shall expire on the tenth anniversary of the Grant Date.

     4.  Vesting . The Option shall become vested with respect to 1/12 of the Shares at the end of each successive month after [the Grant Date] until all of the Shares have vested; provided , however, that the Grantee is then providing Services.

     5.  Exercise of Option

     (a)  Manner of Exercise . To the extent vested, the Option may be exercised, in whole or in part, by delivering written notice to the Company in accordance with paragraph (g) of Section 8 in such form as the Company may require from time to time. Such notice shall specify the number of Shares subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of such Shares in a manner permitted under the terms of Section 5.5 of the Plan, except that payment with previously acquired Shares may only be made with the consent of the Committee . The Option may be exercised only in multiples of whole Shares and no fractional Shares shall be issued.

     (b)  Issuance of Shares . Upon exercise of the Option and payment of the Exercise Price for the Shares as to which the Option is exercised, the Company shall issue to the Grantee the applicable number of Shares in the form of fully paid and nonassessable Shares.

     (c)  Capitalization Adjustments . The number of Shares subject to the Option and the Exercise Price shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

     6.  Termination of Option

     (a)  Termination of Service Other Than Due to Death or Disability . Unless the Option has earlier terminated, the Option shall terminate in its entirety, regardless of whether the Option is vested, three (3) years after the date the Grantee ceases to provide Services for any reason other than the Grantee’s death or Disability. Except as provided in paragraphs (b) and (c) of this Section, any portion of the Option that is not vested at the time the Grantee ceases to provide Services shall immediately terminate.

     (b)  Death . Upon the Grantee’s death, unless the Option has earlier terminated, to the extent the Option is not fully vested the Option shall become fully vested and exercisable. The Grantee’s executor or personal representative, the person to whom the Option shall have been transferred by will or the laws of descent and distribution, or such other permitted transferee, as the case may be, may exercise the Option in accordance with paragraph (a) of Section 5, provided such exercise occurs within three (3) years after the date of the Grantee’s death or the end of the term of the Option pursuant to Section 3, whichever is earlier.

     (c)  Disability . In the event that the Grantee ceases to provide Services by reason of Disability, unless the Option has earlier terminated (i) the Option shall become fully vested and exercisable and (ii) the Option may be exercised, in accordance with paragraph (a) of Section 5, provided such exercise occurs within three (3) years after the date of Disability or the end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this Agreement, �