CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

Exhibit 10.36

CONFIDENTIAL SEPARATION AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between ADVENTRX Pharmaceuticals, Inc. (“ADVENTRX”) and Evan M. Levine (“Mr. Levine”) with respect to the following facts:

A. Other than as a member of the Board of Directors of ADVENTRX, Mr. Levine resigned all of Mr. Levine’s positions with ADVENTRX and its subsidiaries and affiliated companies, including as Chief Executive Officer and President of the Company, effective October 17, 2008.

B. On December 22, 2008, Mr. Levine resigned as a member of the Board of Directors of ADVENTRX and, since December 22, 2008, Mr. Levine has had no relationship with ADVENTRX, except as a stockholder of ADVENTRX.

C. The parties desire to settle all claims and issues that have, or could have, been raised in relation to Mr. Levine’s employment with ADVENTRX and arising out of or in any way related to the acts, transactions or occurrences between Mr. Levine and ADVENTRX to date, including, but not limited to, Mr. Levine’s employment with ADVENTRX and the termination of that employment, on the terms set forth below.

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:

1.  Severance Package . In consideration of the promises and representations made by Mr. Levine in this Separation Agreement, ADVENTRX agrees to provide Mr. Levine with the following payments and benefits (“Severance Package”) to which Mr. Levine is not otherwise entitled. Mr. Levine acknowledges and agrees that this Severance Package constitutes adequate legal consideration for the promises and representations made by Mr. Levine in this Separation Agreement. For clarity, Mr. Levine will have no right to the Severance Package unless and until this Separation Agreement is timely signed and delivered and not revoked.

1.1 Severance Payment . ADVENTRX agrees to provide Mr. Levine with a severance payment of $225,000, less all applicable taxes and withholdings (“Severance Payment”). The Severance Payment will be made in a lump-sum as soon as reasonably practicable following the Effective Date; provided, however, that the Severance Payment will not be made earlier than January 2, 2009 and not later than the close of business on the day that is the earlier of (a) the 5 ^th full business day after the Effective Date and (b) March 15, 2009.

1.2 Health Benefit Allowance . ADVENTRX agrees to provide Mr. Levine with a health benefit allowance of $19,870.20, which Mr. Levine may use, at Mr. Levine’s discretion, to pay the premiums required to continue Mr. Levine’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation act of 1985 (“COBRA”) or any other health care-related expenses. This health benefit allowance will be paid in the same manner as the Severance Payment and will be subject to all applicable taxes and withholdings.

1.3 Stock Issuance . Promptly following the Effective Date but subject to the remainder of this Section 1.3, ADVENTRX agrees to issue to Mr. Levine one million (1,000,000) shares of its common stock, par value $0.001 per share, which shares shall be fully-vested upon issuance (the “Shares”); provided that (a) this Separation Agreement is signed and delivered and not revoked and (b) ADVENTRX has received a written waiver under that certain Rights Agreement, dated July 25, 2005 (the “Rights Agreement”), that allows ADVENTRX to issue the Shares without complying with the participation rights (and any related rights, including rights to notice) set forth in the Rights Agreement (as defined in the Rights Agreement); provided, further , that, if Mr. Levine is not an “Employee,” a “Consultant” or a “Director” (as each such term is defined in the ADVENTRX 2008 Omnibus Incentive Plan) on the Effective Date, (x) the Company’s Board of Directors has approved the issuance of the Shares to Mr. Levine, (y) ADVENTRX has received from the American Stock Exchange written notification approving an application for the listing of the Shares on the American Stock Exchange and (z) Mr. Levine signs and delivers that certain Restricted Stock Issuance Agreement in substantially the form of Exhibit A , attached hereto. The conditions set forth in foregoing clauses (a), (b), (x) and (y) above are collectively referred to herein as the “Conditions.” Any Shares issued pursuant to this Section 1.3 shall be evidenced by a stock certificate, which certificate shall be registered in the name of Mr. Levine and shall bear, as applicable, restrictive legends reflecting that the Shares have not been registered under the Securities Act of 1933, as amended, and may not be resold or transferred unless the Shares are first registered or exempt from registration under the federal and state securities laws and/or reflecting Mr. Levine’s relationship, whether current or prior, as an affiliate of ADVENTRX. In the event the Conditions have not been satisfied by January 30, 2009, in lieu of issuing the Shares, the Company shall pay Mr. Levine an additional $100,000, less all applicable taxes and withholdings (the “Additional Payment”). The Additional Payment will be made in a lump-sum as soon as reasonably practicable following January 30, 2009; provided, however, that the Additional Payment will not be made later than March 15, 2009. For clarity, (A) the Company shall be obligated only to either issue the Shares or make the Additional Payment and, once the Company has either issued the Shares or made the Additional Payment, it shall have no obligation with respect to the other and (B) if the Conditions have been satisfied by January 30, 2009 but Mr. Levine has not signed and delivered that certain Restricted Stock Issuance Agreement in substantially the form of Exhibit A , attached hereto, the Company shall have no obligation to either issue the Shares or make the Additional Payment.

2. General Release .

2.1 Mr. Levine unconditionally, irrevocably and absolutely releases and discharges ADVENTRX, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of ADVENTRX, past and present, as well as ADVENTRX’s employees, officers, directors, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Mr. Levine’s employment with ADVENTRX, the termination of Mr. Levine’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Mr. Levine’s employment with ADVENTRX. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to alleged violations of the California Labor Code or the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Mr. Levine expressly waives Mr. Levine’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Mr. Levine or on Mr. Levine’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity and any challenge to the validity of Mr. Levine’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.

2.2 ADVENTRX, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of ADVENTRX, past and present, as well as ADVENTRX’s officers, directors, managing agents, successors and assigns in any of their respective capacities as a representative of ADVENTRX (the “ADVENTRX Releasors”) unconditionally, irrevocably and absolutely release and discharge Mr. Levine from all claims related in any way to the transactions or occurrences between the ADVENTRX Releasors and Mr. Levine to date, to the fullest extent permitted by law, including, but not limited to, Mr. Levine’s employment with ADVENTRX, the termination of Mr. Levine’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Mr. Levine’s employment with ADVENTRX. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, and all claims for attorneys’ fees, costs and expenses. The ADVENTRX Releasors expressly waive any right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by any ADVENTRX Releasor or on any ADVENTRX Releasor’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as statutory indemnity.

3.  California Civil Code Section 1542 Waiver . Mr. Levine and the ADVENTRX Releasors each expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

4.  Representation Concerning Filing of Legal Actions . Mr. Levine represents that, as of the date of this Separation Agreement, Mr. Levine has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against ADVENTRX or any of the other Released Parties in any court or with any governmental agency. ADVENTRX represents that, as of the date of this Separation Agreement, ADVENTRX has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Mr. Levine in any court or with any governmental agency.

5.  Nondisparagement . Mr. Levine agrees that Mr. Levine will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of ADVENTRX or any of the other Released Parties. ADVENTRX agrees that its officers, directors and managing agents will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Mr. Levine. The foregoing notwithstanding, the parties may respond accurately and fully to any questions, inquiry or request for information when required to do so by legal process.

6.  Confidentiality and Return of ADVENTRX Property; Surviving Obligations . Mr. Levine understands and agrees that as a condition of receiving the Severance Package described in paragraph 1, all ADVENTRX property must be returned to ADVENTRX. By signing this Separation Agreement, Mr. Levine represents and warrants that Mr. Levine has returned to ADVENTRX all ADVENTRX property, data and information belonging to ADVENTRX and agrees that Mr. Levine will not use or disclose to others any confidential or proprietary information of ADVENTRX or any of the other Released Parties. Mr. Levine further agrees to comply with the continuing obligations set forth in the surviving provisions of ADVENTRX’s Confidential Information, Non-Solicitation and Invention Assignment Agreement for Employees, the Code of Business Conduct and Ethics, the Policies and Procedure Manual, as updated from time to time, and the Insider Trading and Disclosure Policy, each as previously executed by Mr. Levine (collectively, “Employment Documents”). In addition, Mr. Levine agrees to keep the terms of this Separation Agreement confidential between Mr. Levine and ADVENTRX, except that Mr. Levine may tell, in confidence, Mr. Levine’s immediate family and attorney or accountant, if any, as needed, but in no event should Mr. Levine discuss this Separation Agreement or its terms with any current or prospective employee of ADVENTRX.

7.  Section 16 Reporting . Mr. Levine understands that ADVENTRX is required to disclose in its annual proxy statement information regarding Section 16 reporting delinquencies by its directors and officers that occurred during the prior fiscal year. To assist ADVENTRX in meeting such disclosure requirements, Mr. Levine hereby (a) certifies that all reportable transactions in ADVENTRX securities through the date of this Separation Agreement have been reported on a Form 4, and (b) agrees to execute and deliver to ADVENTRX promptly after December 31, 2008, but no later than January 30, 2009, the “no filing due” certification in the form attached hereto as Appendix A .

8.  No Admissions . By entering into this Separation Agreement, Mr. Levine and the Released Parties m