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ADVENTRX Announces Signing of Term Sheet for Acquisition of Poloxamer-Based Therapeutics
Date:1/7/2011

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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SOURCE ADVENTRX Pharmaceuticals, Inc.
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