Exhibit 7
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT ("Agreement") is made and entered into as of July
27, 2005, by and between the undersigned stockholder of ADVENTRX
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Icahn
Partners LP, Icahn Partners Master Fund LP, High River Limited Partnership,
Viking Global Equities LP and VGI III Portfolio Ltd. (collectively, the
"Purchasers").
The Company has entered into a Rights Agreement (the "Rights Agreement")
dated as of July 27, 2005 among the Company and the Purchasers. In Section 5.3
of the Rights Agreement, the Company agrees to hold a stockholders' meeting or
solicit the consent of its stockholders to amend the Company's charter documents
to expressly state that the Company shall not adopt a "rights" plan (as defined
in the Rights Agreement) nor adopt a classified board (the "Amendments").
The undersigned is a stockholder of the Company and currently has
beneficial ownership of that number of shares of common stock listed under his
or her signature below. In order to induce the Purchasers to enter into the
Rights Agreement and the Purchase Agreement (as defined in the Rights
Agreement), the undersigned is entering into this Agreement for the benefit of
the Purchasers.
NOW, THEREFORE, in consideration of the transactions contemplated by the
Rights Agreement and the Purchase Agreement and the mutual promises and
covenants contained herein, the parties agree as follows:
1. The undersigned agrees that he intends to, and will, vote (or cause to
be voted) all of the shares of capital stock of the Company beneficially owned
by the undersigned on the record date for the stockholder meeting or consent
(the "Shares") in favor of the Amendments at any meeting of stockholders of the
Company at which a vote on the Amendments, or in any other circumstance upon
which a vote, consent or other approval with respect to the Amendments, is
sought.
2. The Purchasers acknowledge that the number of Shares may not be equal to
the number of shares of capital stock beneficially owned by the undersigned on
the date hereof.
3. The undersigned acknowledges and agrees that the Purchasers could not be
made whole by monetary damages in the event of any default by the undersigned of
the terms and conditions set forth in this Agreement. It is accordingly agreed
and understood that the Purchasers, in addition to any other remedy which they
may have at law or in equity, shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and specifically to enforce the terms and
provisions hereof in any action instituted in any state or federal court having
appropriate jurisdiction.
4. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
5. The covenants and obligations set forth in this Agreement shall expire
and be of no further force and effect upon the earlier of (a) the termination of
the participation rights of the Purchasers as defined in the Rights Agreement
under Section 2.7 thereof or (b) the approval of the Amendments by the necessary
vote of the Company's stockholders.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be fully
performed therein.
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2
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the undersigned as of the day and year first above written.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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(Please print or type name)
Shares of common stock: 4,194,399
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/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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(Please print or type name)
Shares of common stock: 3,800,000
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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(Please print or type name)
Shares of common stock: 758,000
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/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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(Please print or type name)
Shares of common stock: 1,215,064
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ICAHN PARTNERS LP
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: Xxxxxx Investments, LLC, its general
partner
By: Barberry Corp., its sole member
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
VIKING GLOBAL EQUITIES LP
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Chief Financial Officer
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VGE III PORTFOLIO LTD.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Chief Financial Officer
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SIGNATURE PAGE TO THE SUPPORT AGREEMENT
