0000936392-06-000441 Sample Contracts

Contract
Warrant Agreement • May 5th, 2006 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

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Stock Subscription Agreement
Stock Subscription Agreement • May 5th, 2006 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • California

This letter represents an agreement between the undersigned (the “Investor”) and Biokeys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), related to the Investor’s offer to purchase shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”).

Biokeys Pharmaceuticals, Inc
Preliminary Agreement • May 5th, 2006 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This will confirm the terms of our recent discussions concerning an agreement between Emisphere Technologies, Inc. (“ETI”) and Biokeys Pharmaceuticals, Inc. (“BPI”), as follows:

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