July 20, 2012 Dear Santosh:

EXHIBIT 10.1

July 20, 2012

Dear Santosh:

ADVENTRX Pharmaceuticals, Inc. (the “Company”) is pleased to offer you full-time employment on the terms and conditions stated in this letter agreement. We would employ you as Chief Medical Officer and Senior Vice President, reporting to Xxxxx X. Xxxxxx, the Company’s Chief Executive Officer. You acknowledge that, in this position, you would become a “Section 16 reporting person,” which means the Company would be required to disclose certain personal information about you in its filings with the U.S. Securities and Exchange Commission and its other public disclosures, and you agree and consent to the Company’s disclosure of such information.

Your initial annual base salary would be $350,000, less applicable deductions and withholdings, which would be payable in accordance with our payroll policies.

To help defray relocation and similar expenses, and as an inducement to join the Company, we will make a one-time payment to you of $100,000, less applicable deductions and withholdings, which would be included in the first payment of base salary to you by the Company and otherwise in accordance with our payroll policies; provided, however, if you voluntarily resign your employment with the Company prior to September 1, 2014, other than in connection with an Involuntary Termination (as defined below) in which you are entitled to the severance benefits described below, you will reimburse the foregoing payment within 30 days of such resignation.

We would recommend to our Board of Directors (or its Compensation Committee) that you be granted an incentive stock option (to the maximum extent permitted by law and a nonstatutory stock option with respect to any remaining shares) to purchase 600,000 shares of our common stock under our Amended and Restated 2008 Omnibus Incentive Plan on the terms and conditions described in the form of Incentive Stock Option Grant Agreement attached hereto as Exhibit A. The exercise price of this option will be the fair market value of our common stock on the grant date of the option which will be the later of (1) the date our Board of Directors or its Compensation Committee approves the grant of this option; and (2) your starting date with the Company. Your eligibility to receive this option is subject to your executing certain stock option documentation and, if in the future you are not a “Section 16 reporting person and if requested by the Company,” your accepting E*TRADE Financial Corporate Services, Inc. (or an affiliate) (“E*TRADE”), on such terms and conditions (including brokerage commissions) as E*TRADE makes available from time to time or that the Company has or may negotiate in the future, as your exclusive broker for all options and other securities that have been or may be granted to you by the Company from time to time.

You will be eligible for an incentive award under the terms and conditions of Company’s 2012 Executive Incentive Plan, the target amount of which will be 35% of base salary earned in calendar year 2012. The terms and conditions of future incentive opportunities will be based on the Company’s future circumstances.

If your employment with the Company terminates at any time as a result of an Involuntary Termination, and you deliver (and do not revoke) the Release (as defined below), then you would be entitled to the following severance benefits:

(a) An amount payable by the Company to you equal to nine (9) months (the “Benefit Period”) of your then-current base salary, less applicable withholdings, which amount shall be payable in a lump-sum on the date determined as described below.

(b) An amount payable by the Company to you equal to the estimated cost of continuing your health care coverage and the coverage of your dependents who are covered at the time of the Involuntary Termination under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period equal to the Benefit Period, which amount shall be payable in a lump-sum on the date determined as described below.

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As a condition of receiving the foregoing benefits, you must execute and not revoke a general release of claims, which will also confirm any post-termination obligations and/or restrictions applicable to you (the “Release”), such that the Release becomes effective no later than 60 days following the Termination Date (as defined below) (the “Release Deadline”). Such benefits shall be paid on the date the Release is effective; provided, however, that, in the event your separation occurs at a time during the calendar year where it would be possible for the Release to become effective in the calendar year following the calendar year in which your separation occurs, any severance that would be considered deferred compensation (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) will be paid within fifteen (15) days following the Release Deadline.

“Termination Date” shall mean the effective date of your “separation from service” within the meaning of Section 409A (the “Separation from Service”). If upon the Termination Date you are a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of any deferred compensation (as defined in Section 409A) which is payable as a result of and within six (6) months following the Separation from Service until the earlier of: (a) the first business day of the seventh month following the Separation from Service, or (b) ten (10) days after the Company receives written notification of your death. All such delayed payments shall be made without accrual of interest.

“Cause” shall mean (i) any act of personal dishonesty by you in connection with your hiring process with the Company that our Board of Directors believes has had or will have a material detrimental effect on the Company’s reputation or business; (ii) any act of personal dishonesty by you in connection with your responsibilities as an employee which is intended to result in your substantial personal enrichment; (iii) continued willful violations by you of your obligations to the Company after there has been delivered to you a written demand for performance from the Company that describes the basis for the Company’s belief that you have not substantially performed your duties; (iv) a willful act by you that constitutes misconduct and is materially injurious to the Company; and (v) your conviction (including any plea of guilty or nolo contendere) of any felony that our Board of Directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business.

“Involuntary Termination” shall mean (i) without your express written consent, a material reduction or alteration of your duties, position or responsibilities relative to your duties, position or responsibilities in effect immediately prior to such reduction or alteration, or your removal from such position, duties or responsibilities; (ii) without your express written consent, a material reduction by the Company of your base salary as in effect immediately prior to such reduction; (iii) without your express written consent, the relocation of your principal place of employment with the Company by more than fifty (50) miles; (iv) any termination of your employment by the Company without Cause; and (v) the failure of the Company to obtain the assumption of this letter agreement by any successors as contemplated in the paragraph following this paragraph. Except in the case of a termination of you by the Company without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from you of the occurrence of an Involuntary Termination and had thirty (30) days after the Company’s receipt of such notice to cure or remedy such Involuntary Termination (the “Remedy Period”). Any such notice provided by you shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date. In order to be effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company failed to cure or remedy the Involuntary Termination and you must have provided the foregoing written notice of the occurrence of an Involuntary Termination event to the Company within ninety (90) days of your awareness of the initial existence of the applicable Involuntary Termination event. The items referenced above constitute the exclusive list of the reasons that shall be considered “Involuntary Termination” for the termination of your employment by you as an Involuntary Termination.

Any successor to the Company (whether direct or indirect and whether by purchase, license, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets (including, if warranted under the circumstances, a subsidiary or parent of such successor) shall assume the Company’s obligations under this letter agreement and agree expressly to perform the Company’s obligations under this letter agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this letter agreement, the term “Company” shall include any successor (or, if warranted, a subsidiary or parent

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of such successor) to the Company’s business and/or assets which is required to assume the Company’s obligations as described in this sentence and the preceding sentence or which becomes bound by the terms of this letter agreement by operation of law.

As our employee, you would be entitled to participate in our employee benefit programs, including our medical, dental, life insurance and 401(k) programs, on the same terms as our other full-time employees. These programs, as well as other employee benefits and policies, are described in further detail in our Policies and Procedures Manual. We reserve the right to modify or amend at our sole discretion the terms of any and all employee benefit programs from time to time without advance notice to our employees. Notwithstanding our employee vacation policy set forth in the Policies and Procedures Manual, you would be entitled to 20 vacation days per year, which would accrue in accordance with our general vacation accrual policy, including any maximum accrual limits set forth therein.

Your employment with us would be “at will” and not for a specified term. We make no express or implied commitment that your employment will have a minimum or fixed term, that we may take adverse employment action only for cause or that your employment is terminable only for cause. We may terminate your employment with or without cause and with or without advance notice at any time and for any reason. Any contrary representations or agreements that may have been made to you are superseded by this letter agreement. The at-will nature of your employment described in this letter agreement shall constitute the entire agreement between you and ADVENTRX concerning the nature and duration of your employment. Although your job duties, title and compensation and benefits may change over time, the at-will nature of your employment with us can only be changed in a written agreement signed by you and our Chief Executive Officer or President.

Our proprietary rights and confidential information are among our most important assets. In addition to signing this letter agreement, as a condition to your employment you must also sign the Confidential Information, Non-Solicitation and Invention Assignment Agreement for Employees presented to you concurrently herewith (the “Company Confidentiality Agreement”). As more fully described in the Company Confidentiality Agreement, we require that, in the course of your employment with us, you not use or disclose to us any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by us. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described. Accordingly, you further agree that you will not bring on to our premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.

In addition, as an employee, we require that you comply with all of our policies and procedures, including, without limitation, our Policies and Procedures Manual, Code of Business Conduct and Ethics and our Xxxxxxx Xxxxxxx and Disclosure Policy, copies of which will, at your request, be provided to you prior to your beginning work with us. You may be required to sign certain documents acknowledging your receipt and understanding of these and other documents. Violation of any or our policies or procedures would be cause for disciplinary action including termination.

Your employment with us is also conditioned upon your ability to provide adequate documentation of your legal right to work in the United States. If you make any misrepresentations to us or omit to state a material fact necessary in order to make another statement made not misleading, we may void this letter agreement or, if you are already employed, terminate your employment.

This letter agreement and documents attached hereto, if any, or referenced herein shall be governed pursuant to the laws of the State of California as applied to agreements between California residents entered into to be performed entirely within California and constitutes the sole agreement between the Company and you and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

If any portion of this letter agreement shall, for any reason, be held invalid or unenforceable, or contrary to public policy or any law, the remainder of this letter agreement shall not be affected by such invalidity or unenforceability, but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this letter agreement.

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We would like you to begin work with us no later than September 5, 2012.

If you accept and agree with the terms and conditions set forth in this letter agreement, please so indicate by countersigning below and returning to me a fully executed letter by July 23, 2012. You should keep a copy of this letter agreement for your own records. I look forward to you joining the Company and being an integral and important part of our team.

Sincerely,

ADVENTRX Pharmaceuticals, Inc.				ACCEPTED AND AGREED:
/s/ Xxxxx X. Xxxxxx				/s/ Xxxxxxx Xxxxxxxxxx
Xxxxx X. Xxxxxx				Xxxxxxx Xxxxxxxxxx
Chief Executive Officer

Date: July 20, 2012

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Exhibit A

FORM OF INCENTIVE STOCK OPTION GRANT AGREEMENT

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