SAN DIEGO, Jan. 7, 2011 /PRNewswire/ — ADVENTRX
Pharmaceuticals, Inc. (NYSE Amex:
ANX) today announced that it has signed a term sheet to acquire
a private company that holds certain rights and know-how to
poloxamer-based therapeutics. The term sheet is non-binding on both
ADVENTRX and the target company.

About the Potential Transaction

Current discussions with the target company contemplate an
all-stock acquisition by merger. Other than an upfront issuance of
approximately 19% of ADVENTRX’s currently outstanding common stock
(of which only 6.5% would be fully-vested upon issuance and 12.5%
would vest subject to successfully attaining the initial
development milestone), the acquisition consideration would be
issued based on the target company’s lead product candidate, or the
TPC, successfully attaining development milestones, such as first
patient dosing in a pivotal trial, acceptance by the FDA of a New
Drug Application, or NDA, for the TPC and NDA approval.

Based on current discussions, of the total acquisition
consideration that could be paid, approximately 71% is tied to NDA
acceptance and NDA approval. If all development milestones are
achieved, including NDA approval, stockholders of the target
company would own approximately 47% of ADVENTRX (based on
ADVENTRX’s currently outstanding shares of common stock but
including the shares issued to the target company’s
stockholders).

If ADVENTRX’s stockholders do not approve the issuance of shares
beyond the upfront issuance as required by NYSE Amex listing
standards, ADVENTRX expects to pay the target company’s
stockholders in cash the value of the shares it otherwise would
have issued in excess of the 19% upfront issuance described above,
with the NDA acceptance and NDA approval milestone payments payable
based on net sales of the TPC and all milestone payments payable in
quarterly instal

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