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                                                                     EXHIBIT 4.1

                     (ADVENTRX PHARMACEUTICALS LOGO GRAPHIC)
         NUMBER                                                     SHARES

A

                         ADVENTRX PHARMACEUTICALS, INC.

INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
                                             SEE REVERSE FOR CERTAIN DEFINITIONS
                                                           CUSIP NO. 00764X 10 3

THIS CERTIFIES THAT

                                 (SPECIMEN LOGO)

Is the owner of

  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER
                    SHARE, OF ADVENTRX PHARMACEUTICALS, INC.

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned and registered by the Transfer Agent and
registered by the Registrar.
      Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

                  Dated:

/s/ Carrie Carlander                             SEAL      /s/ Evan Levine
- ----------------------                                     --------------------
         CFO                                                           CEO

                                                            AUTHORIZED SIGNATURE


                          COUNTERSIGNED AND REGISTERED:
                               AMERICAN STOCK TRANSFER & TRUST COMPANY
                          BY:  TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE

The Corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences, and relative, participating, optional, or
other special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
According to applicable laws or regulations:

TEN COM  - as tenants in common             UNIF GIFT MIN ACT -____CUSTODIAN____
TEN ENT  - as tenants by the entireties                      (CUST)      (MINOR)
JT TEN   - as joint tenants with right of          under Uniform Gifts to Minors
           survivorship and not as tenants        Act___________________________
         In common.                                          (STATE)


    Additional abbreviations may also be used though not in the above list.

 For Value Received, __________________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE.
    ______________________________


_______________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________ shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________Attorney

to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated _______________________


            ________________________________________________________
   NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
                      OR ELARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:


______________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARNATEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

                                                                    EXHIBIT 4.25

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

                         ADVENTRX PHARMACEUTICALS, INC.

                              COMMON STOCK WARRANT

Warrant No. [SEE ATTACHED SCHEDULE]                         Dated: July 27, 2005

     ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, [SEE ATTACHED SCHEDULE] ("Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company
up to [SEE ATTACHED SCHEDULE], $0.001 par value per share (the "Common Stock"),
of the Company (each such share, a "Warrant Share" and all such shares, the
"Warrant Shares") at an exercise price per share equal to Two Dollars Twenty-Six
Cents ($2.26) (as such exercise price may be adjusted from time to time as
provided in Section 9, the "Exercise Price"), at any time and from time to time
from and after January 27, 2006 and through and including the Expiration Date
(as such term is defined in Section 14).

     This Warrant is being issued pursuant to the terms of that certain
Securities Purchase Agreement, dated July 21, 2005, by and among the Company,
the Holder and the other entities listed on Appendix A thereto (the "Purchase
Agreement"). All capitalized terms not otherwise defined herein shall have the
meaning given to them in the Purchase Agreement. This Warrant is subject to the
following terms and conditions:

1. Registration of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, and the Company shall not be affected by notice to
the contrary.

2. Registration of Transfers and Exchanges.

     (a) The Company shall register the transfer, subject to compliance with
applicable federal and state securities laws, of any portion of this Warrant in
the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Warrant Agent (as
defined in Section 13) or to the Company at its address for notice set forth in
Section 12. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not


                                      -1-                                Warrant



so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and obligations of a holder
of a Warrant.

     (b) This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company at its address for notice set forth in Section 12
for one or more New Warrants, evidencing in the aggregate the right to purchase
the number of Warrant Shares which may then be purchased hereunder.

3. Duration and Exercise of Warrants.

     (a) This Warrant shall be exercisable by the registered Holder on any
business day before 5:00 P.M. (Pacific Time) at any time and from time to time
on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M.
(Pacific Time) on the Expiration Date, the portion of this Warrant not exercised
prior thereto shall expire and become void and of no value. Prior to the
Expiration Date, the Company may not call or otherwise redeem this Warrant.

     (b) Subject to Section 10, upon delivery of an executed Form of Election to
Purchase, together with the grid attached hereto as Annex A duly completed and
signed, to the Company at its address for notice set forth in Section 12 and
upon payment of the Exercise Price multiplied by the number of Warrant Shares
that the Holder intends to purchase hereunder, in the manner provided hereunder,
all as specified by the Holder in the Form of Election to Purchase, the Company
shall promptly (but in no event later than 5 business days after the Date of
Exercise (as defined herein)) issue or cause to be issued and cause to be
delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise, which may bear a restrictive legend as set forth in Section 7. To
effect an exercise hereunder, the Holder shall not be required to physically
surrender this Warrant to the Company unless all the Warrant Shares have been
exercised. Exercises hereunder shall have the effect of lowering the number of
Warrant Shares in an amount equal to the applicable exercise, which shall be
evidenced by entries set forth on the attached Annex A. The Holder and the
Company shall maintain records showing the number of Warrant Shares exercised
and the date of such exercises. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following exercise of a portion of this Warrant, the number of shares
issuable upon exercise of this Warrant may be less than the amount stated on the
face hereof.

     (c) A "Date of Exercise" means the date on which the Company shall have
received the Form of Election to Purchase completed and duly signed.

     (d) This Warrant shall be exercisable, either in its entirety or, from time
to time, for a portion of the number of Warrant Shares.

4. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu


                                      -2-                                Warrant



of and substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and indemnity.

6. Reservation of Warrant Shares. The Company covenants that it will at all
times reserve and keep available at all times out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 9). The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
and receipt of the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.

7. Acquisition of Warrant for Personal Account. Holder understands that neither
this Warrant nor any of the Warrant Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Holder also
understands that this Warrant and the Warrant Shares are being offered and sold
pursuant to an exemption from registration contained in the Securities Act based
in part upon Holder's representations contained herein and in the Purchase
Agreement. Holder represents and warrants as follows:

     (a) Holder is an accredited investor within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act, is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in securities representing an investment decision
like that involved in the purchase of this Warrant and the Warrant Shares.

     (b) Holder is acquiring this Warrant and, if this Warrant is exercised,
will acquire the Warrant Shares for its own account for investment only. Holder
has no intention of selling or distributing this Warrant or any Warrant Shares
or any arrangement or understanding with any other Persons regarding the sale or
distribution of this Warrant or any of the Warrant Shares except in accordance
with the provisions of Section 6 of the Purchase Agreement. Holder will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) this Warrant or any of the Warrant Shares except in accordance with the
provisions of Section 6 of the Purchase Agreement with respect to the Warrant
Shares or pursuant to and in accordance with the Securities Act.

     (c) Holder has received and reviewed the Memorandum and has requested,
received, reviewed and considered all other information Holder deems relevant in
making an informed decision to purchase this Warrant and the Warrant Shares.
Holder has had an opportunity to discuss the Company's business, management and
financial affairs with its management and also had an opportunity to ask
questions of officers and employees of the Company that were answered to
Holder's satisfaction.

     (d) Holder recognizes that an investment in this Warrant and the Warrant
Shares involves a high degree of risk, including a risk of total loss of
Holder's investment. Holder is able to bear the economic risk of holding this
Warrant and the Warrant Shares for an indefinite period, and has knowledge and
experience in the financial and business matters such that it is capable of
evaluating the risks of the investment in this Warrant and the Warrant Shares.

     (e) Holder has, in connection with Holder's decision to purchase this
Warrant and, if this Warrant is exercised, the Warrant Shares, not relied upon
any representations or other information (whether oral or written) other than as
set forth in the representations and warranties of the Company contained herein
or the Memorandum. Holder has, with respect to all matters relating to this
Warrant and


                                      -3-                                Warrant



the offer and sale of the Warrant Shares, relied solely upon the advice of
Holder's own counsel and has not relied upon or consulted any counsel to the
Placement Agent or counsel to the Company.

     (f) Holder understands and acknowledges that nothing in the Memorandum,
this Warrant, any other materials presented to Holder or any communications
between Holder and the Placement Agent in connection with the purchase and sale
of this Warrant and the Warrant Shares constitutes legal, tax or investment
advice. Holder has consulted such legal, tax and investment advisors as it, in
its sole discretion, has deemed necessary or appropriate in connection with its
purchase of Warrant Shares.

     (g) Holder acknowledges that the Placement Agent has acted solely as
placement agent for the Company in connection with the offering of this Warrant
and the Warrant Shares by the Company, that the information and data provided to
Holder in connection with the transactions contemplated hereby have not been
subjected to independent verification by the Placement Agent, and that the
Placement Agent makes no representation or warranty with respect to the accuracy
or completeness of such information, data or other related disclosure material.
Holder further acknowledges that in making its decision to enter into this
Warrant and to purchase Warrant Shares that it has relied on its own examination
of the Company and the terms of, and consequences, of holding this Warrant and
the Warrant Shares. Each Holder further acknowledges that the provisions of this
Section 7(g) are also for the benefit of, and may also be enforced by, the
Placement Agent.

     (h) Holder understands that this Warrant and the Warrant Shares are
"restricted securities" as such term is defined in Rule 144 of Regulation D
promulgated under the Securities Act ("Rule 144") and must be held indefinitely
unless they are subsequently registered or qualified under applicable state and
federal securities laws or an exemption from such registration or qualification
is available. Holder understands that it may resell the Warrant Shares pursuant
to Rule 144 only after the satisfaction of certain requirements, including the
requirement that the Warrant Shares be held for at least one year prior to
resale.

     (i) Holder acknowledges and agrees that this Warrant and Warrant Shares are
subject to certain restrictions as to resale or transfer under the federal and
state securities laws. Holder agrees and understands that stop transfer
instructions will be given to the transfer agent for the Warrant Shares, and
each certificate delivered on transfer of or in substitution for any such
certificate, and each certificate representing the Warrant Shares shall have
affixed a legend in substantially the following form:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
     EXCEPT AS SPECIFIED IN THIS LEGEND, SUCH SHARES MAY NOT BE SOLD, OFFERED
     FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
     OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT
     UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE,
     HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION AND ANY
     APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUEST A WRITTEN OPINION
     OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
     REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER
     TRANSFER."

     (j) Holder understands that the Company is relying on the statements
contained herein to establish an exemption from registration under federal and
state securities laws. Holder will promptly


                                      -4-                                Warrant



notify the Company of any changes in the information set forth in the
Registration Statement (as defined in Section 6.1(a)(i) of the Purchase
Agreement) regarding Holder.

     (k) Holder: (i) is, to its knowledge and except as disclosed in the
Purchase Agreement, not an affiliate (as such term is defined pursuant to Rule
12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of any other Holder, (ii) is not constituted as a partnership,
association, joint venture or any other type of joint entity with any other
Holder, and (iii) to its knowledge and except as disclosed in the Purchase
Agreement, is not acting as part of a group (as such term is defined under
Section 13(d) of the Exchange Act) with any other Holder. If at any time after
the date of this Warrant (the "Warrant Date") Holder becomes an affiliate (as
defined herein) of any other Holder, Holder will provide prompt written notice
to the Company.

8. Obligation to Register Securities. The Company is not obligated to register
this Warrant or the Warrant Shares for resale under the Securities Act, except
as provided in the Purchase Agreement, and the Holder of this Warrant (or any
assignee hereof) is entitled to the registration rights in respect of the
Warrant Shares as only set forth in the Purchase Agreement.

9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable
upon exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 9. Upon each such adjustment of the Exercise Price
pursuant to this Section 9, the Holder shall thereafter prior to the Expiration
Date be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of Warrant Shares obtained by multiplying (x) the
Exercise Price in effect immediately prior to such adjustment by (y) the number
of Warrant Shares issuable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product thereof by (z) the Exercise Price
resulting from such adjustment.

     (a) If the Company, at any time while this Warrant is outstanding, (i)
shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the Warrant Date which contain a stated dividend rate) or
otherwise make a distribution or distributions of capital stock to all the
holders of Common Stock or on any other class of capital stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number of shares or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding after such event. In such event, the number of
Warrant shares issuable under this Warrant shall be equitably adjusted to
reflect such event (i.e., in the event of 2:1 stock split of the Common Stock,
the number of Warrant shares shall be increased to twice the number available
for purchase prior to the record date for such stock split). Any adjustment made
pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision or combination, and shall apply to successive
subdivisions and combinations.

     (b) In case of any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then the Holder shall have the right thereafter to
exercise this Warrant only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reclassification or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property equal
to the amount of Warrant Shares such Holder would have been entitled to had such
Holder exercised this Warrant immediately prior to such reclassification or
share exchange. The terms of any such reclassification or share exchange shall
include such terms so as to


                                      -5-                                Warrant



continue to give to the Holder the right to receive the securities or property
set forth in this Section 9(b) upon any exercise following any such
reclassification or share exchange.

     (c) If while this Warrant, or any portion thereof, remains outstanding and
unexpired, the holders of shares of Common Stock shall receive, or, on or after
the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, property (including cash)
of the Company by way of dividend, then and in each case, this Warrant shall
represent the right to acquire, in addition to the number of Warrant Shares then
exercisable, such property (including cash) of the Company such Holder would
have been entitled to had such Holder exercised this Warrant immediately prior
to the record date for such payment.

     (d) For the purposes of this Section 9, the following clauses shall also be
applicable:

          (i) Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities convertible or exchangeable into shares
of Common Stock, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.

          (ii) Treasury Shares. The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an
issue or sale of Common Stock.

     (e) All calculations under this Section 9 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (f) If:

          (i) the Company shall declare a dividend (or any other distribution)
on its Common Stock; or

          (ii) the Company shall declare a special nonrecurring cash dividend on
or a redemption of its Common Stock; or

          (iii) the Company shall authorize the granting to all holders of the
Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights; or

          (iv) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property;
or

          (v) the Company shall authorize the voluntary dissolution, liquidation
or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least ten calendar days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the


                                      -6-                                Warrant



holders of Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up, provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.

10. Payment of Exercise Price. Upon exercise of this Warrant, the Holder shall
pay the aggregate Exercise Price payable with respect to the Warrant Shares for
which this Warrant is exercised by cash or by certified or official bank check
payable to the order of the Company, or by wire transfer of immediately
available funds to an account to be designated by the Company.

11. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. The number of
full Warrant Shares which shall be issuable upon the exercise of this Warrant
shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of this Warrant so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section, be issuable on
the exercise of this Warrant, the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

12. Notices. Any and all notices or other communications or deliveries hereunder
shall be in writing and shall be deemed given and effective on the earliest of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to
5:00 p.m. (Pacific Time) on a business day, (ii) the business day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Section later than 5:00 p.m.
(Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such
date, (iii) the business day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 6725 Mesa Ridge Road, Suite
100, San Diego, California 92121, facsimile (858) 552-0876, attention: Chief
Financial Officer, or (ii) if to the Holder, to the Holder at the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.

13. Warrant Agent. The Company shall serve as warrant agent (the "Warrant
Agent") under this Warrant. Upon prior written notice to the Holder, the Company
may appoint a new Warrant Agent. Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new Warrant Agent shall be a party or
any corporation to which the Company or any new Warrant Agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor Warrant Agent under this Warrant without any further act. Any
such successor Warrant Agent shall promptly cause notice of its succession as
Warrant Agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.


                                      -7-                                Warrant



14. Expiration of Warrant. This Warrant shall expire and no longer be
exercisable as of the date (the "Expiration Date") that is the earlier of (i)
the seven-year anniversary of the Warrant Date; or (ii) immediately prior to the
consummation of either (A) any acquisition of the Company by means of merger,
consolidation or other form of corporate reorganization (other than a
reincorporation transaction or change of domicile) following which the holders
of the outstanding voting securities of the Company immediately prior to such
merger, consolidation or other reorganization do not hold (in their capacity as
such) equity securities representing a majority of the voting power of the
surviving or resulting entity immediately following such merger, consolidation
or other reorganization or (B) a sale of all or substantially all of the assets
of the Company other than to a buyer in which the holders of the outstanding
voting securities of the Company immediately prior to such sale hold (in their
capacity as such) equity securities representing a majority of the voting power
immediately following such sale (any of such events being referred to herein as
an "Acquisition"), in which the consideration to the stockholders of the Company
for their shares of stock consists entirely of cash; provided, however, that if
the amount of cash per share to be paid to the stockholders of the Company in
such Acquisition (the "Per Share Price") is greater than the Exercise Price, the
Company shall be obligated to pay to the Holder, upon consummation of the
Acquisition, an amount for each Warrant Share for which the Holder has not
exercised this Warrant by such date equal to the difference between the Per
Share Price and the Exercise Price.

15. Non-Cash Acquisition.

     (a) In the event of the occurrence of an Acquisition in which the
consideration does not consist entirely of cash, then as part of such
Acquisition, the Company shall make lawful provision such that the Holder shall
thereafter be entitled to receive, upon exercise of this Warrant, prior to the
Expiration Date and upon payment of the Exercise Price, the number of shares of
stock or other securities or property of the corporation or other entity
resulting from the Acquisition (or which purchases the assets of the Company)
that the Holder would have been entitled to receive in the Acquisition if this
Warrant had been exercised immediately before the Acquisition. In all events,
appropriate adjustments (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the Acquisition, to
the extent that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after the Acquisition upon exercise of this Warrant.

     (b) Notwithstanding the provisions of Section 15(a), in the event of an
Acquisition covered by the terms of Section 15(a), then at the Company's option,
this Warrant shall be automatically cancelled (and the Holder will promptly
surrender this Warrant to the Company for cancellation) if, upon consummation of
the Acquisition, the Holder is paid the following amount:

          (i) if the consideration per share to be paid to the stockholders of
the Company in the Acquisition (the "Consideration Per Share") is less than the
Exercise Price, then the Holder shall be paid an amount equal to the value of
the unexercised portion of the Warrant, with such value being based on
application of the Black-Scholes model to the unexercised portion of the Warrant
(as applied by Company's Board of Directors in good faith) using the closing
price of a share of common stock of the Company on the business day prior to the
announcement of the Acquisition;

          (ii) if the Consideration Per Share is greater than the Exercise Price
but equal to or less than $12.26 per share, then the Holder shall be paid an
amount equal to the product of (A) the Consideration Per Share minus the
Exercise Price (the "Delta"), multiplied by (B) the number of Warrant Shares for
which the Holder has not exercised this Warrant by such date (the "Unexercised
Warrant Shares"), and multiplied by (C) 1.40;


                                      -8-                                Warrant



          (iii) if the Consideration Per Share is greater than $12.26 per share
but equal to or less than $22.26 per share, then the Holder shall be paid an
amount equal to the product of (A) the Delta, multiplied by (B) the Unexercised
Warrant Shares, and multiplied by (C) 1.30; and

          (iv) if the Consideration Per Share is $22.26 or greater, then the
Holder shall be paid an amount equal to the product of (A) the Delta, multiplied
by (B) the Unexercised Warrant Shares, and multiplied by (C) 1.20.

     (c) The value of the consideration in an Acquisition covered by this
Section 15(b) shall be determined in good by the Company's Board of Directors.
Upon any adjustment of the Exercise Price pursuant to the terms hereof, the
price ranges in subsections 15(b)(i), (ii), and (iii) hereof shall be similarly
adjusted.

16. Miscellaneous.

     (a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective permitted successors and assigns. This
Warrant may be amended only in writing signed by the Company and the Holder and
their permitted successors and assigns.

     (b) Subject to Section 16(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.

     (c) This Agreement shall be governed by and construed under the laws of the
State of New York as applied to agreements among New York residents, made and to
be performed entirely within the State of New York. Each of the Company and the
Holder hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by receiving a copy
thereof sent to the Company at the address in effect for notices to it under
this instrument and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any
provisions of this Warrant, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.

     (d) The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     (e) In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     (f) This Warrant is being issued pursuant to the Purchase Agreement and any
provisions hereof may be amended, waived or modified in accordance with the
amendment and modification provision set forth in the Purchase Agreement.


                                      -9-                                Warrant



     (g) Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.

17. No Rights as a Stockholder. Holder shall not, by virtue hereof, be entitled
to any rights of stockholder of the Company, either at law or equity, and the
rights of Holder are limited to those expressed in this Warrant. Nothing
contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or to consent or to receive notice as a stockholder of the Company
on any matters or with respect to any rights whatsoever as a stockholder of the
Company. No dividends or interest shall be payable or accrued in respect of this
Warrant or the interest represented hereby of the Warrant Shares purchasable
hereunder until, and only to the extent that, this Warrant shall have been
exercised in accordance with its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -10-                               Warrant



     IN WITNESS WHEREOF, the Company has caused this COMMON STOCK WARRANT to be
duly executed by its authorized officer as of the date first indicated above.

                                       ADVENTRX PHARMACEUTICALS, INC.


                                       By:    /s/ Evan Levine
                                           -------------------------------------
                                           Evan Levine
                                           President and Chief Executive Officer



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the Warrant to which this form applies, issued by ADVENTRX
Pharmaceuticals, Inc. (the "Company"))

To ADVENTRX Pharmaceuticals, Inc.:

     The undersigned hereby irrevocably elects to purchase shares of common
stock, $0.001 value, of the Company (the "Common Stock") and encloses herewith
$_________ in cash, certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant) for the
number of shares of Common Stock to which this Form of Election to Purchase
relates, together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

     (1) The undersigned hereby elects to purchase ________ shares of the Common
Stock of the Company pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.

     (2) The undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
  (Please print name, address and social security or tax identification number)

Dated: ___________, 200__

Name of Holder:
               (Print)
                       ---------------------------------------------------------
               (By:)
                     -----------------------------------------------------------
               (Name:)
                       ---------------------------------------------------------
               (Title:)
                        --------------------------------------------------------
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant)

                                                                         Warrant



                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of ADVENTRX
Pharmaceuticals, Inc. to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of ADVENTRX
Pharmaceuticals, Inc. with full power of substitution in the premises.

Dated:
_____________, _____


                                        ---------------------------------------
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)

                                        ---------------------------------------
                                        Address of Transferee

                                        ---------------------------------------

                                        ---------------------------------------

In the presence of:


- -------------------------------------

                                                                         Warrant



                                     ANNEX A



        Number of Warrant                         Number of Warrant
       Shares Available to   Number of Warrant   Shares Remaining to
Date       be Exercised       Shares Exercised       be Exercised
- ----   -------------------   -----------------   -------------------
                                        





                           SCHEDULE OF WARRANTHOLDERS

     ADVENTRX Pharmaceuticals, Inc. issued this form of Common Stock Warrant to
each of the persons listed below for the purchase of up to the number of shares
of Common Stock listed opposite such person's name below.



HOLDER                           WARRANT NO.     SHARES
- ------------------------------   -----------   ---------
                                         
Icahn Partners LP                    WP-1      1,660,540
Icahn Partners Master Fund LP        WP-2      1,798,919
High River Limited Partnership       WP-3        864,865
Viking Global Equities LP            WP-4      1,832,483
VGE III Portfolio Ltd.               WP-5      1,951,300
Royal Bank of Canada                 WP-8      1,351,351

                                                                    EXHIBIT 4.26

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

                         ADVENTRX PHARMACEUTICALS, INC.

                              COMMON STOCK WARRANT

Warrant No. [SEE ATTACHED SCHEDULE]                         Dated: July 27, 2005

     ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, [SEE ATTACHED SCHEDULE] ("Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company
up to [SEE ATTACHED SCHEDULE] shares of common stock, $0.001 par value per share
(the "Common Stock"), of the Company (each such share, a "Warrant Share" and all
such shares, the "Warrant Shares") at an exercise price per share equal to Two
Dollars Twenty-Six Cents ($2.26) (as such exercise price may be adjusted from
time to time as provided in Section 9, the "Exercise Price"), at any time and
from time to time from and after January 27, 2006 and through and including the
Expiration Date (as such term is defined in Section 14).

     This Warrant is being issued pursuant to the terms of that certain
Securities Purchase Agreement, dated July 21, 2005, by and among the Company,
the Holder and the other entities listed on Appendix A thereto (the "Purchase
Agreement"). All capitalized terms not otherwise defined herein shall have the
meaning given to them in the Purchase Agreement. This Warrant is subject to the
following terms and conditions:

1. Registration of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, and the Company shall not be affected by notice to
the contrary.

2. Registration of Transfers and Exchanges.

     (a) The Company shall register the transfer, subject to compliance with
applicable federal and state securities laws, of any portion of this Warrant in
the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Warrant Agent (as
defined in Section 13) or to the Company at its address for notice set forth in
Section 12. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not


                                       -1-                               Warrant



so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and obligations of a holder
of a Warrant.

     (b) This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company at its address for notice set forth in Section 12
for one or more New Warrants, evidencing in the aggregate the right to purchase
the number of Warrant Shares which may then be purchased hereunder.

3. Duration and Exercise of Warrants.

     (a) This Warrant shall be exercisable by the registered Holder on any
business day before 5:00 P.M. (Pacific Time) at any time and from time to time
on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M.
(Pacific Time) on the Expiration Date, the portion of this Warrant not exercised
prior thereto shall expire and become void and of no value. Prior to the
Expiration Date, the Company may not call or otherwise redeem this Warrant.

     (b) Subject to Section 10, upon delivery of an executed Form of Election to
Purchase, together with the grid attached hereto as Annex A duly completed and
signed, to the Company at its address for notice set forth in Section 12 and
upon payment of the Exercise Price multiplied by the number of Warrant Shares
that the Holder intends to purchase hereunder, in the manner provided hereunder,
all as specified by the Holder in the Form of Election to Purchase, the Company
shall promptly (but in no event later than 5 business days after the Date of
Exercise (as defined herein)) issue or cause to be issued and cause to be
delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise, which may bear a restrictive legend as set forth in Section 7. To
effect an exercise hereunder, the Holder shall not be required to physically
surrender this Warrant to the Company unless all the Warrant Shares have been
exercised. Exercises hereunder shall have the effect of lowering the number of
Warrant Shares in an amount equal to the applicable exercise, which shall be
evidenced by entries set forth on the attached Annex A. The Holder and the
Company shall maintain records showing the number of Warrant Shares exercised
and the date of such exercises. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following exercise of a portion of this Warrant, the number of shares
issuable upon exercise of this Warrant may be less than the amount stated on the
face hereof.

     (c) A "Date of Exercise" means the date on which the Company shall have
received the Form of Election to Purchase completed and duly signed.

     (d) This Warrant shall be exercisable, either in its entirety or, from time
to time, for a portion of the number of Warrant Shares.

     (e) Notwithstanding anything in this Warrant to the contrary, the Holder
shall have no right to exercise this Warrant to the extent that upon such
exercise the Holder would beneficially hold more than 4.9% of the total number
of shares of Common Stock then issued and outstanding (determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended);
provided, however, that the Holder may provide the Company with sixty-one (61)
days notice (pursuant to Section 12) (the "Waiver Notice") of the Holder's
waiver of this Section 3(e) with regard to any or all Warrant Shares and this
Section 3(e) will be of no force or effect with regard to all or such portion of
the Warrant Shares as referenced in the Waiver Notice on and after the date that
is 61 days after such Waiver Notice. Each delivery of an election to purchase by
the Holder will constitute a representation and warranty by the Holder that it
has evaluated the limitation set forth in this Section and determined, based on
the stated


                                       -2-                               Warrant



number of shares of issued and outstanding Common Stock set forth in the
Company's most recent public filings with the Securities and Exchange
Commission, that the exercise of this Warrant pursuant to such election to
purchase will not result in the limitation stated in this Section 3(e) being
exceeded.

4. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity.

6. Reservation of Warrant Shares. The Company covenants that it will at all
times reserve and keep available at all times out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 9). The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
and receipt of the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.

7. Acquisition of Warrant for Personal Account. Holder understands that neither
this Warrant nor any of the Warrant Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Holder also
understands that this Warrant and the Warrant Shares are being offered and sold
pursuant to an exemption from registration contained in the Securities Act based
in part upon Holder's representations contained herein and in the Purchase
Agreement. Holder represents and warrants as follows:

     (a) Holder is an accredited investor within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act, is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in securities representing an investment decision
like that involved in the purchase of this Warrant and the Warrant Shares.

     (b) Holder is acquiring this Warrant and, if this Warrant is exercised,
will acquire the Warrant Shares for its own account for investment only. Holder
has no intention of selling or distributing this Warrant or any Warrant Shares
or any arrangement or understanding with any other Persons regarding the sale or
distribution of this Warrant or any of the Warrant Shares except in accordance
with the provisions of Section 6 of the Purchase Agreement. Holder will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) this Warrant or any of the Warrant Shares except in accordance with the
provisions of Section 6 of the Purchase Agreement with respect to the Warrant
Shares or pursuant to and in accordance with the Securities Act.

     (c) Holder has received and reviewed the Memorandum and has requested,
received, reviewed and considered all other information Holder deems relevant in
making an informed decision to purchase this Warrant and the Warrant Shares.
Holder has had an opportunity to discuss the Company's


                                       -3-                               Warrant



business, management and financial affairs with its management and also had an
opportunity to ask questions of officers and employees of the Company that were
answered to Holder's satisfaction.

     (d) Holder recognizes that an investment in this Warrant and the Warrant
Shares involves a high degree of risk, including a risk of total loss of
Holder's investment. Holder is able to bear the economic risk of holding this
Warrant and the Warrant Shares for an indefinite period, and has knowledge and
experience in the financial and business matters such that it is capable of
evaluating the risks of the investment in this Warrant and the Warrant Shares.

     (e) Holder has, in connection with Holder's decision to purchase this
Warrant and, if this Warrant is exercised, the Warrant Shares, not relied upon
any representations or other information (whether oral or written) other than as
set forth in the representations and warranties of the Company contained herein
or the Memorandum. Holder has, with respect to all matters relating to this
Warrant and the offer and sale of the Warrant Shares, relied solely upon the
advice of Holder's own counsel and has not relied upon or consulted any counsel
to the Placement Agent or counsel to the Company.

     (f) Holder understands and acknowledges that nothing in the Memorandum,
this Warrant, any other materials presented to Holder or any communications
between Holder and the Placement Agent in connection with the purchase and sale
of this Warrant and the Warrant Shares constitutes legal, tax or investment
advice. Holder has consulted such legal, tax and investment advisors as it, in
its sole discretion, has deemed necessary or appropriate in connection with its
purchase of Warrant Shares.

     (g) Holder acknowledges that the Placement Agent has acted solely as
placement agent for the Company in connection with the offering of this Warrant
and the Warrant Shares by the Company, that the information and data provided to
Holder in connection with the transactions contemplated hereby have not been
subjected to independent verification by the Placement Agent, and that the
Placement Agent makes no representation or warranty with respect to the accuracy
or completeness of such information, data or other related disclosure material.
Holder further acknowledges that in making its decision to enter into this
Warrant and to purchase Warrant Shares that it has relied on its own examination
of the Company and the terms of, and consequences, of holding this Warrant and
the Warrant Shares. Each Holder further acknowledges that the provisions of this
Section 7(g) are also for the benefit of, and may also be enforced by, the
Placement Agent.

     (h) Holder understands that this Warrant and the Warrant Shares are
"restricted securities" as such term is defined in Rule 144 of Regulation D
promulgated under the Securities Act ("Rule 144") and must be held indefinitely
unless they are subsequently registered or qualified under applicable state and
federal securities laws or an exemption from such registration or qualification
is available. Holder understands that it may resell the Warrant Shares pursuant
to Rule 144 only after the satisfaction of certain requirements, including the
requirement that the Warrant Shares be held for at least one year prior to
resale.

     (i) Holder acknowledges and agrees that this Warrant and Warrant Shares are
subject to certain restrictions as to resale or transfer under the federal and
state securities laws. Holder agrees and understands that stop transfer
instructions will be given to the transfer agent for the Warrant Shares, and
each certificate delivered on transfer of or in substitution for any such
certificate, and each certificate representing the Warrant Shares shall have
affixed a legend in substantially the following form:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
     EXCEPT AS SPECIFIED IN THIS LEGEND, SUCH SHARES MAY NOT BE SOLD, OFFERED
     FOR SALE,


                                       -4-                               Warrant



     PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
     REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS
     SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE,
     HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION AND ANY
     APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUEST A WRITTEN OPINION
     OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
     REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER
     TRANSFER."

     (j) Holder understands that the Company is relying on the statements
contained herein to establish an exemption from registration under federal and
state securities laws. Holder will promptly notify the Company of any changes in
the information set forth in the Registration Statement (as defined in Section
6.1(a)(i) of the Purchase Agreement) regarding Holder.

     (k) Holder: (i) is, to its knowledge and except as disclosed in the
Purchase Agreement, not an affiliate (as such term is defined pursuant to Rule
12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of any other Holder, (ii) is not constituted as a partnership,
association, joint venture or any other type of joint entity with any other
Holder, and (iii) to its knowledge and except as disclosed in the Purchase
Agreement, is not acting as part of a group (as such term is defined under
Section 13(d) of the Exchange Act) with any other Holder. If at any time after
the date of this Warrant (the "Warrant Date") Holder becomes an affiliate (as
defined herein) of any other Holder, Holder will provide prompt written notice
to the Company.

8. Obligation to Register Securities. The Company is not obligated to register
this Warrant or the Warrant Shares for resale under the Securities Act, except
as provided in the Purchase Agreement, and the Holder of this Warrant (or any
assignee hereof) is entitled to the registration rights in respect of the
Warrant Shares as only set forth in the Purchase Agreement.

9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable
upon exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 9. Upon each such adjustment of the Exercise Price
pursuant to this Section 9, the Holder shall thereafter prior to the Expiration
Date be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of Warrant Shares obtained by multiplying (x) the
Exercise Price in effect immediately prior to such adjustment by (y) the number
of Warrant Shares issuable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product thereof by (z) the Exercise Price
resulting from such adjustment.

     (a) If the Company, at any time while this Warrant is outstanding, (i)
shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the Warrant Date which contain a stated dividend rate) or
otherwise make a distribution or distributions of capital stock to all the
holders of Common Stock or on any other class of capital stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number of shares or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding after such event. In such event, the number of
Warrant shares issuable under this Warrant shall be equitably adjusted to
reflect such event (i.e., in the event of 2:1 stock split of the Common Stock,
the number of Warrant shares shall be increased to twice the number available
for purchase prior to the record date for such stock split).


                                       -5-                               Warrant



Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination, and shall apply to
successive subdivisions and combinations.

     (b) In case of any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then the Holder shall have the right thereafter to
exercise this Warrant only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reclassification or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property equal
to the amount of Warrant Shares such Holder would have been entitled to had such
Holder exercised this Warrant immediately prior to such reclassification or
share exchange. The terms of any such reclassification or share exchange shall
include such terms so as to continue to give to the Holder the right to receive
the securities or property set forth in this Section 9(b) upon any exercise
following any such reclassification or share exchange.

     (c) If while this Warrant, or any portion thereof, remains outstanding and
unexpired, the holders of shares of Common Stock shall receive, or, on or after
the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, property (including cash)
of the Company by way of dividend, then and in each case, this Warrant shall
represent the right to acquire, in addition to the number of Warrant Shares then
exercisable, such property (including cash) of the Company such Holder would
have been entitled to had such Holder exercised this Warrant immediately prior
to the record date for such payment.

     (d) For the purposes of this Section 9, the following clauses shall also be
applicable:

          (i) Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities convertible or exchangeable into shares
of Common Stock, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.

          (ii) Treasury Shares. The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an
issue or sale of Common Stock.

     (e) All calculations under this Section 9 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (f) If:

          (i) the Company shall declare a dividend (or any other distribution)
on its Common Stock; or

          (ii) the Company shall declare a special nonrecurring cash dividend on
or a redemption of its Common Stock; or

          (iii) the Company shall authorize the granting to all holders of the
Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights; or


                                       -6-                               Warrant



          (iv) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property;
or

          (v) the Company shall authorize the voluntary dissolution, liquidation
or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least ten calendar days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up, provided, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice.

10. Payment of Exercise Price. Upon exercise of this Warrant, the Holder shall
pay the aggregate Exercise Price payable with respect to the Warrant Shares for
which this Warrant is exercised by cash or by certified or official bank check
payable to the order of the Company, or by wire transfer of immediately
available funds to an account to be designated by the Company.

11. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. The number of
full Warrant Shares which shall be issuable upon the exercise of this Warrant
shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of this Warrant so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section, be issuable on
the exercise of this Warrant, the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

12. Notices. Any and all notices or other communications or deliveries hereunder
shall be in writing and shall be deemed given and effective on the earliest of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to
5:00 p.m. (Pacific Time) on a business day, (ii) the business day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Section later than 5:00 p.m.
(Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such
date, (iii) the business day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 6725 Mesa Ridge Road, Suite
100, San Diego, California 92121, facsimile (858) 552-0876, attention: Chief
Financial Officer, or (ii) if to the Holder, to the Holder at the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.

13. Warrant Agent. The Company shall serve as warrant agent (the "Warrant
Agent") under this Warrant. Upon prior written notice to the Holder, the Company
may appoint a new Warrant Agent. Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new Warrant Agent shall be a party or
any corporation to which the Company or any new Warrant Agent transfers
substantially all of its corporate


                                       -7-                               Warrant



trust or shareholders services business shall be a successor Warrant Agent under
this Warrant without any further act. Any such successor Warrant Agent shall
promptly cause notice of its succession as Warrant Agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder's last address as shown
on the Warrant Register.

14. Expiration of Warrant. This Warrant shall expire and no longer be
exercisable as of the date (the "Expiration Date") that is the earlier of (i)
the seven-year anniversary of the Warrant Date; or (ii) immediately prior to the
consummation of either (A) any acquisition of the Company by means of merger,
consolidation or other form of corporate reorganization (other than a
reincorporation transaction or change of domicile) following which the holders
of the outstanding voting securities of the Company immediately prior to such
merger, consolidation or other reorganization do not hold (in their capacity as
such) equity securities representing a majority of the voting power of the
surviving or resulting entity immediately following such merger, consolidation
or other reorganization or (B) a sale of all or substantially all of the assets
of the Company other than to a buyer in which the holders of the outstanding
voting securities of the Company immediately prior to such sale hold (in their
capacity as such) equity securities representing a majority of the voting power
immediately following such sale (any of such events being referred to herein as
an "Acquisition"), in which the consideration to the stockholders of the Company
for their shares of stock consists entirely of cash; provided, however, that if
the amount of cash per share to be paid to the stockholders of the Company in
such Acquisition (the "Per Share Price") is greater than the Exercise Price, the
Company shall be obligated to pay to the Holder, upon consummation of the
Acquisition, an amount for each Warrant Share for which the Holder has not
exercised this Warrant by such date equal to the difference between the Per
Share Price and the Exercise Price.

15. Non-Cash Acquisition.

     (a) In the event of the occurrence of an Acquisition in which the
consideration does not consist entirely of cash, then as part of such
Acquisition, the Company shall make lawful provision such that the Holder shall
thereafter be entitled to receive, upon exercise of this Warrant, prior to the
Expiration Date and upon payment of the Exercise Price, the number of shares of
stock or other securities or property of the corporation or other entity
resulting from the Acquisition (or which purchases the assets of the Company)
that the Holder would have been entitled to receive in the Acquisition if this
Warrant had been exercised immediately before the Acquisition. In all events,
appropriate adjustments (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the Acquisition, to
the extent that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after the Acquisition upon exercise of this Warrant.

     (b) Notwithstanding the provisions of Section 15(a), in the event of an
Acquisition covered by the terms of Section 15(a), then at the Company's option,
this Warrant shall be automatically cancelled (and the Holder will promptly
surrender this Warrant to the Company for cancellation) if, upon consummation of
the Acquisition, the Holder is paid the following amount:

          (i) if the consideration per share to be paid to the stockholders of
the Company in the Acquisition (the "Consideration Per Share") is less than the
Exercise Price, then the Holder shall be paid an amount equal to the value of
the unexercised portion of the Warrant, with such value being based on
application of the Black-Scholes model to the unexercised portion of the Warrant
(as applied by Company's Board of Directors in good faith) using the closing
price of a share of common stock of the Company on the business day prior to the
announcement of the Acquisition;


                                       -8-                               Warrant



          (ii) if the Consideration Per Share is greater than the Exercise Price
but equal to or less than $12.26 per share, then the Holder shall be paid an
amount equal to the product of (A) the Consideration Per Share minus the
Exercise Price (the "Delta"), multiplied by (B) the number of Warrant Shares for
which the Holder has not exercised this Warrant by such date (the "Unexercised
Warrant Shares"), and multiplied by (C) 1.40;

          (iii) if the Consideration Per Share is greater than $12.26 per share
but equal to or less than $22.26 per share, then the Holder shall be paid an
amount equal to the product of (A) the Delta, multiplied by (B) the Unexercised
Warrant Shares, and multiplied by (C) 1.30; and

          (iv) if the Consideration Per Share is $22.26 or greater, then the
Holder shall be paid an amount equal to the product of (A) the Delta, multiplied
by (B) the Unexercised Warrant Shares, and multiplied by (C) 1.20.

     (c) The value of the consideration in an Acquisition covered by this
Section 15(b) shall be determined in good by the Company's Board of Directors.
Upon any adjustment of the Exercise Price pursuant to the terms hereof, the
price ranges in subsections 15(b)(i), (ii), and (iii) hereof shall be similarly
adjusted.

16. Miscellaneous.

     (a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective permitted successors and assigns. This
Warrant may be amended only in writing signed by the Company and the Holder and
their permitted successors and assigns.

     (b) Subject to Section 16(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.

     (c) This Agreement shall be governed by and construed under the laws of the
State of New York as applied to agreements among New York residents, made and to
be performed entirely within the State of New York. Each of the Company and the
Holder hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by receiving a copy
thereof sent to the Company at the address in effect for notices to it under
this instrument and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any
provisions of this Warrant, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.

     (d) The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     (e) In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to


                                       -9-                               Warrant



agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.

     (f) This Warrant is being issued pursuant to the Purchase Agreement and any
provisions hereof may be amended, waived or modified in accordance with the
amendment and modification provision set forth in the Purchase Agreement.

     (g) Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.

17. No Rights as a Stockholder. Holder shall not, by virtue hereof, be entitled
to any rights of stockholder of the Company, either at law or equity, and the
rights of Holder are limited to those expressed in this Warrant. Nothing
contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or to consent or to receive notice as a stockholder of the Company
on any matters or with respect to any rights whatsoever as a stockholder of the
Company. No dividends or interest shall be payable or accrued in respect of this
Warrant or the interest represented hereby of the Warrant Shares purchasable
hereunder until, and only to the extent that, this Warrant shall have been
exercised in accordance with its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -10-                               Warrant



     IN WITNESS WHEREOF, the Company has caused this COMMON STOCK WARRANT to be
duly executed by its authorized officer as of the date first indicated above.

                                       ADVENTRX PHARMACEUTICALS, INC.


                                       By: /s/ Evan Levine
                                           -------------------------------------
                                           Evan Levine
                                           President and Chief Executive Officer



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the Warrant to which this form applies, issued by ADVENTRX
Pharmaceuticals, Inc. (the "Company"))

To ADVENTRX Pharmaceuticals, Inc.:

     The undersigned hereby irrevocably elects to purchase shares of common
stock, $0.001 value, of the Company (the "Common Stock") and encloses herewith
$_________ in cash, certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant) for the
number of shares of Common Stock to which this Form of Election to Purchase
relates, together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

     (1) The undersigned hereby elects to purchase ________ shares of the Common
Stock of the Company pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.

     (2) The undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
  (Please print name, address and social security or tax identification number)

Dated: _______________, 200____

Name of Holder:

               (Print)
                       ---------------------------------------------------------


               (By:)
                     -----------------------------------------------------------
               (Name:)
                       ---------------------------------------------------------
               (Title:)
                        --------------------------------------------------------
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant)

                                                                         Warrant



                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of ADVENTRX
Pharmaceuticals, Inc. to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of ADVENTRX
Pharmaceuticals, Inc. with full power of substitution in the premises.

Dated:
____________, _____


                                        ---------------------------------------
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)

                                        ---------------------------------------
                                        Address of Transferee

                                        ---------------------------------------

                                        ---------------------------------------

In the presence of:


- -------------------------------------

                                                                         Warrant



                                     ANNEX A



        Number of Warrant                         Number of Warrant
       Shares Available to   Number of Warrant   Shares Remaining to
Date       be Exercised       Shares Exercised       be Exercised
- ----   -------------------   -----------------   -------------------
                                        





                           SCHEDULE OF WARRANTHOLDERS

     ADVENTRX Pharmaceuticals, Inc. issued this form of Common Stock Warrant to
each of the persons listed below for the purchase of up to the number of shares
of Common Stock listed opposite such person's name below.



HOLDER                                      WARRANT NO.    SHARES
- -----------------------------------------   -----------   -------
                                                    
North Sound Legacy Institutional Fund LLC       WP-6      378,378
North Sound Legacy International Ltd.           WP-7      972,973

                                                                    EXHIBIT 4.27

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION 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 OF ANY
APPLICABLE STATE SECURITIES LAWS.

NO. [SEE ATTACHED SCHEDULE]                                ISSUED: APRIL 8, 2004

                      A-1 WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, [SEE ATTACHED
SCHEDULE] (the "HOLDER") is entitled to purchase from ADVENTRX Pharmaceuticals,
Inc., a Delaware corporation (the "COMPANY"), [SEE ATTACHED SCHEDULE] fully paid
and nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to Two Dollars ($2.00) (as adjusted pursuant
to Section 3 hereof) (the "EXERCISE PRICE"), subject to the provisions and upon
the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase right represented by this Warrant
     may be exercised in whole or part by the Holder during the term of this
     Warrant (as set forth in Section 9 hereof) at any time after the
     Commencement Date, as defined below, by the surrender of this Warrant (with
     the notice of exercise form attached hereto as Exhibit A (the "NOTICE OF
     EXERCISE") duly executed) at the principal office of the Company. If this
     Warrant shall have been exercised in part, the Company shall, at the time
     of delivery of the certificate or certificates representing Warrant Shares,
     deliver to the Holder a new Warrant evidencing the rights of the Holder to
     purchase the unpurchased shares of Common Stock called for by this Warrant,
     which new Warrant shall in all other respects be identical with this
     Warrant, or at the request of the Holder, appropriate notation may be made
     on this Warrant and the same returned to the Holder.

          (B) Exercise. Upon exercise of this Warrant, the Holder shall pay the
     Company an amount equal to the product of (x) the Exercise Price multiplied
     by (y) the total number of Warrant Shares purchased pursuant to this
     Warrant, by wire transfer or certified check payable to the order of the
     Company or, at any time following the first anniversary of the Warrant
     Date, if there is not an effective Registration Statement (as defined in
     the



     Registration Rights Agreement) with respect to all of the Warrant Shares,
     then at the option of the Holder, such amount may be paid by the surrender
     of a portion of shares of Common Stock then held by the Holder or issuable
     upon such exercise of this Warrant, which shall be valued and credited
     toward such amount due to the Company for the exercise of the Warrant based
     upon the Current Market Price of the Common Stock. The person or persons in
     whose name(s) any certificate(s) representing the Warrant Shares shall be
     issuable upon exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s) of, the Warrant Shares represented thereby (and such Warrant
     Shares shall be deemed to have been issued) immediately prior to the close
     of business on the date upon which this Warrant is exercised.

          "CURRENT MARKET PRICE" means, in respect of any share of Common Stock
     on any date herein specified,

          (1) if there shall not then be a public market for the Common Stock,
     the higher of

               (a) the book value per share of Common Stock at such date, and

               (b) the value per share of Common Stock at such date as
     determined in good faith by the Board,

          or

          (2) if there shall then be a public market for the Common Stock, the
     higher of (x) the book value per share of Common Stock at such date, and
     (y) the average of the daily market prices for the 10 consecutive trading
     days immediately before such date. The daily market price (the "DAILY
     MARKET PRICE") for each such trading day shall be (i) the closing price on
     such day on the principal stock exchange (including Nasdaq) on which such
     Common Stock is then listed or admitted to trading, or quoted, as
     applicable, (ii) if no sale takes place on such day on any such exchange,
     the last reported closing price on such day as officially quoted on any
     such exchange (including Nasdaq), (iii) if the Common Stock is not then
     listed or admitted to trading on any stock exchange, the last reported
     closing bid price on such day in the over-the-counter market, as furnished
     by the National Association of Securities Dealers Automatic Quotation
     System or the National Quotation Bureau, Inc., (iv) if neither such
     corporation at the time is engaged in the business of reporting such
     prices, as furnished by any similar firm then engaged in such business, or
     (v) if there is no such firm, as furnished by any member of the National
     Association of Securities Dealers, Inc. (the "NASD") selected mutually by
     the holder of this Warrant and the Company or, if they cannot agree upon
     such selection, as selected by two such members of the NASD, one of which
     shall be selected by holder of this Warrant and one of which shall be
     selected by the Company.

          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after exercise, but in no case later than
     the date that is three business days following receipt by the Company of a
     Notice of Exercise duly completed and executed.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise


                                       -2-



Price therefor, be fully paid and nonassessable, and free from all preemptive
rights, rights of first refusal or first offer, taxes, liens and charges with
respect to the issuance thereof. During the period within which the rights
represented by this Warrant may be exercised, the Company shall at all times
have authorized and reserved for issuance a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the Holder
     shall have the right to exercise such new warrant, and procure upon such
     exercise and payment of the same aggregate Exercise Price, in lieu of the
     Warrant Shares theretofore issuable upon exercise of this Warrant, the kind
     and amount of shares of stock, other securities, money and property as
     would be payable for the Warrant Shares issuable upon exercise of this
     Warrant as if such Warrant Shares were outstanding on the consummation of
     the Reorganization Transaction. For purposes of this Warrant, the term
     "CHANGE OF CONTROL" shall mean (i) any acquisition of the Company by means
     of merger, acquisition, or other form of corporate reorganization in which
     outstanding shares of the Company are exchanged for securities or other
     consideration issued, or caused to be issued, by the acquiring corporation
     or its subsidiary or parent (other than a reincorporation transaction or
     change of domicile) and pursuant to which the holders of the outstanding
     voting securities of the Company immediately prior to such consolidation,
     merger or other transaction fail to hold equity securities representing a
     majority of the voting power of the Company or surviving entity immediately
     following such consolidation, merger or other transaction (excluding voting
     securities of the acquiring corporation held by such holders prior to such
     transaction) or (ii) a sale of all or substantially all of the assets of
     the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be proportionately decreased, and in the event that the Company shall at
     any time combine the outstanding shares of Common Stock, the number of
     Warrant Shares issuable upon exercise of this Warrant immediately prior to
     such combination shall be proportionately decreased, and the Exercise Price
     shall be proportionately increased, effective at the close of business on
     the date of such subdivision, stock dividend or combination, as the case
     may be.


                                       -3-



          (C) Issuance of Additional Shares.

               (I) If at any time while this Warrant is outstanding and after
               June 30, 2004, the Company shall issue or sell any shares of its
               Common Stock (other than Excluded Shares (as that term is defined
               below), "ADDITIONAL SHARES") in exchange for consideration in an
               amount per Additional Share less than the Exercise Price at the
               time the Additional Shares are issued or sold, then the Exercise
               Price immediately prior to such issue or sale shall be reduced to
               a price determined by dividing:

                    (1) an amount equal to the sum of (a) the number of shares
                    of Common Stock outstanding immediately prior to such issue
                    or sale multiplied by the then existing Exercise Price, plus
                    (b) the consideration, if any, received by the Company upon
                    such issue or sale, by

                    (2) the total number of shares of Common Stock outstanding
                    immediately after such issue or sale.

               (II) The provisions of Section 3(c)(i) shall not apply to any
               deemed issuance of Additional Shares for which an adjustment is
               provided under Section 3(a) or 3(b). No adjustment of the number
               of shares of Common Stock acquirable upon exercise of this
               Warrant shall be made under Section 3(c) upon the issuance of any
               shares of Common Stock which are issued pursuant to the exercise
               of any warrants or other subscription or purchase rights or
               pursuant to the exercise of any conversion or exchange rights in
               any convertible securities, if any such adjustment shall
               previously have been made upon the issuance of such warrants or
               other rights or upon the issuance of such convertible securities
               (or upon the issuance of any warrant or other rights therefor)
               pursuant to Section 3(d).

     For purposes of this Warrant the term "EXCLUDED SHARES" means: (i) shares
     of Common Stock issuable or issued after the Closing Date to officers,
     employees, consultants or directors of the Company directly or pursuant to
     a stock purchase, stock option, restricted stock or other written
     compensation plan or agreement approved by the Board of Directors of the
     Company (the "BOARD"); (ii) shares of Common Stock issued or issuable after
     the Closing Date, primarily for non-equity financing purposes and as
     approved by the Board, to financial institutions or lessors in connection
     with commercial credit arrangements, equipment financings or similar
     transactions or to vendors of goods or services or customers; (iii) shares
     of Common Stock issuable upon (a) exercise of warrants, options, notes or
     other rights to acquire securities of the Company, in each case,
     outstanding on the issuance date of this Warrant (the "WARRANT Date"), (b)
     conversion of shares of the Company's Preferred Stock, par value $0.01 per
     share, outstanding on the Warrant Date, (c) exchange of promissory notes
     issued by the Company outstanding on the Warrant Date, (iv) the Shares (as
     such term is defined Common Stock and Warrant Purchase Agreement, dated as
     of the Warrant Date, among the Company and the persons and entities listed
     on Schedule 1 thereto (the "PURCHASE AGREEMENT")); (v) the Warrants (as
     such term is defined in the Purchase Agreement); (vi) capital stock or
     warrants or options to purchase capital stock issued in connection with
     bona fide acquisitions, mergers or similar transactions, the terms of which


                                       -4-



     are approved by the Board; (vii) shares of Common Stock issued or issuable
     to licensors of technology of the Company to pay expenses, royalties or
     milestone payments for which the Company is obligated under any licensing
     or related agreement; (viii) shares of Common Stock issuable or issued
     pursuant to stock splits, stock dividends and the like, or (ix) shares of
     Common Stock issued or issuable by way of dividend or other distribution on
     Excluded Shares.

          (D) Issuance of Common Stock Equivalents.

               (I) If at any time while this Warrant is outstanding the Company
               shall issue or sell any warrants or other rights to subscribe for
               or purchase any additional shares of Common Stock or any
               securities convertible into shares of Common Stock (other than
               the Additional Shares) (collectively, "COMMON STOCK
               EQUIVALENTS"), whether or not the rights to exchange or convert
               thereunder are immediately exercisable, and the effective price
               per share for which Common Stock is issuable upon the exercise,
               exchange or conversion of such Common Stock Equivalents shall be
               less than the Exercise Price in effect immediately prior to the
               time of such issue or sale, then the Exercise Price shall be
               adjusted as provided in Section 3(c) on the basis that the
               maximum number of additional shares of Common Stock issuable
               pursuant to all such Common Stock Equivalents shall be deemed to
               have been issued and outstanding and the Company shall have
               received all of the consideration payable therefor, if any, as of
               the date of the actual issuance of such Common Stock Equivalents.
               No further adjustments to the current Warrant Price shall be made
               under this Section 3(d) upon the actual issue of such Common
               Stock upon the exercise, conversion or exchange of such Common
               Stock Equivalents.

               (II) Upon the expiration or termination of any such Common Stock
               Equivalents, the Exercise Price, to the extent in any way
               affected by or computed using such Common Stock Equivalents,
               shall be recomputed to reflect the issuance of the total number
               of shares of Common Stock (and convertible or exchangeable
               securities which remain in effect) actually issued upon the
               exercise, exchange or conversion of such Common Stock Equivalents
               to the extent that this Warrant is then outstanding.

          (E) Other Action Affecting Common Stock. In case at any time or from
     time to time the Company shall take any action in respect of its Common
     Stock, other than the payment of dividends permitted by Section 3 or any
     other action described in Section 3, then, unless such action will not have
     a materially adverse effect upon the rights of the Holder, the number of
     shares of Common Stock or other stock into which this Warrant is
     exercisable and/or the purchase price thereof shall be adjusted in such
     manner as may be equitable in the circumstances.

          (F) Certificate as to Adjustments. Upon the occurrence of each
     adjustment or readjustment of the Exercise Price, the Company, at its
     expense, shall promptly compute such adjustment or readjustment in
     accordance with the terms hereof and prepare and furnish to the Holder of
     this Warrant a certificate setting forth such adjustment or readjustment
     and


                                       -5-



     showing in detail the facts upon which such adjustment or readjustment is
     based. The Company shall, upon the written request at any time of the
     Holder of this Warrant, furnish or cause to be furnished to such Holder a
     like certificate setting forth (i) such adjustments and readjustments, (ii)
     the Exercise Price at the time in effect and (iii) the number of shares of
     Common Stock and the amount, if any, or other property which at the time
     would be received upon the exercise of Warrants owned by such Holder.

          (G) Notice of Corporate Action. If at any time:

               (i) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend (other than a
     cash dividend payable out of earnings or earned surplus legally available
     for the payment of dividends under the laws of the jurisdiction of
     incorporation of the Company) or other distribution, or any right to
     subscribe for or purchase any evidences of its indebtedness, any shares of
     stock of any class or any other securities or property, or to receive any
     other right, or

               (ii) there shall be any capital reorganization of the Company,
     any reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any sale,
     transfer or other disposition of all or substantially all the property,
     assets or business of the Company to, another corporation, or

               (iii) there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Company;

     then, in any one or more of such cases, the Company shall give to the
     Holder (i) at least 10-days' prior written notice of the date on which a
     record date shall be selected for such dividend, distribution or right or
     for determining rights to vote in respect of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up, and (ii) in the case of any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up, at least 10-days'
     prior written notice of the date when the same shall take place. Such
     notice in accordance with the foregoing clause also shall specify (i) the
     date on which any such record is to be taken for the purpose of such
     dividend, distribution or right, the date on which the holders of Common
     Stock shall be entitled to any such dividend, distribution or right, and
     the amount and character thereof, and (ii) the date on which any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up is to take place and
     the time, if any such time is to be fixed, as of which the holders of
     Common Stock shall be entitled to exchange their shares of Common Stock for
     securities or other property deliverable upon such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up. Each such written notice shall be
     sufficiently given if addressed to the Holder at the last address of the
     Holder appearing on the books of the Company and delivered in accordance
     with Section 11(d).

          (H) Adjustment if Registration Statement Not Effective. If a
     Registration Statement (as defined in the Registration Rights Agreement,
     dated as of the Warrant Date, among the Company and the persons and
     entities listed on Schedule 1 thereto (the "REGISTRATION RIGHTS


                                       -6-



     AGREEMENT")) is not effective with respect to all the Registrable
     Securities (as defined in the Registration Rights Agreement), other than
     Regisrtable Securities held by holders (i) which have not complied with the
     Registration Rights Agreement, including, without limitation, Section 4
     thereof, or (ii) have otherwise not permitted the Company to include such
     Registrable Securities on the Registration Statement, on or prior to
     November 12, 2004, then the Exercise Price shall be adjusted to equal $1.50
     (subject to adjustment for stock splits, reverse splits, stock dividends
     and the like, and subject to adjustment in proportion to any adjustment
     pursuant to Section 3(c)).

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws; provided, however, that the Company may
withhold its consent to transfer or assignment of this Warrant to any person or
entity who is deemed to be a competitor or prospective competitor of the
Company, such determination to be made in the reasonable judgment of the Board.
If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant
Stock, as applicable, shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant or the Warrant Stock as the case may be,
furnish to the Company a written opinion of counsel that is reasonably
acceptable to the Company to the effect that such transfer may be made without
registration under the Securities Act, (ii) that the Holder or transferee
execute and deliver to the Company an investment letter in form and substance
acceptable to the Company and substantially in the form attached as Exhibit B
hereto and (iii) that the transferee be an "accredited investor" as defined in
Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and
all rights hereunder, in whole or in part, in accordance with the foregoing
provisions, shall be registered on the books of the Company to be maintained for
such purpose, upon surrender of this Warrant at the principal office of the
Company or the office or agency designated by the Company, together with a
written assignment of this Warrant substantially in the form of Exhibit C hereto
duly executed by the Holder or its attorney-in-fact and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Following a transfer that complies
with the requirements of this Section 4, the Warrant may be exercised by a new
Holder for the purchase of shares of Common Stock regardless of whether the
Company issued or registered a new Warrant on the books of the Company. This
Section 4 shall survive the exercise or expiration of the Warrant.

5. CONDITIONS TO EXERCISE OF WARRANT.

          (A) Each certificate evidencing the Warrant Shares issued upon
     exercise of this Warrant shall be stamped or imprinted with a legend
     substantially in the following form:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
          REGISTERED


                                       -7-



          UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE
          SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
          TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

          (B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed
     on a certificate pursuant to this Section 5 shall be removed, and the
     Company shall issue a certificate without such legend to the holder of such
     Warrant Shares if (i) such Warrant Shares are resold pursuant to a
     registration statement under the Securities Act of 1933, as amended, and a
     prospectus meeting the requirements of Section 10 of the Securities Act is
     delivered or deemed delivered to the purchaser of such Warrant Shares, (ii)
     if such holder satisfies the requirements of Rule 144(k) or (iii) if such
     holder provides the Company with an opinion of counsel for such holder of
     the Warrant Shares, reasonably satisfactory to the Company, to the effect
     that a sale, transfer or assignment of such Warrant Shares may be made
     without registration. This paragraph shall survive any exercise of this
     Warrant.

          (C) RESTRICTIONS ON EXERCISE AMOUNT. Unless a Holder delivers to the
     Company irrevocable written notice (x) prior to the date of issuance hereof
     or 61 days prior to the effective date of such notice that this Section
     5(c) shall not apply to such Holder or (y) prior to a Change of Control,
     the Holder may not acquire a number of Warrant Shares to the extent that,
     upon such exercise, the number of shares of Common Stock then beneficially
     owned by such Holder and its affiliates and any other persons or entities
     whose beneficial ownership of Common Stock would be aggregated with the
     Holder's for purposes of Section 13(d) of the Securities Exchange Act of
     1934, as amended (the "EXCHANGE ACT"), (including shares held by any
     "group" of which the Holder is a member, but excluding shares beneficially
     owned by virtue of the ownership of securities or rights to acquire
     securities that have limitations on the right to convert, exercise or
     purchase similar to the limitation set forth herein) exceeds 9.99% of the
     total number of shares of Common Stock of the Company then issued and
     outstanding. For purposes hereof, "group" has the meaning set forth in
     Section 13(d) of the Exchange Act and applicable regulations of the
     Securities Exchange Commission (the "COMMISSION"), and the percentage held
     by the holder shall be determined in a manner consistent with the
     provisions of Section 13(d) of the Exchange Act. Each delivery of a notice
     of exercise by a Holder will constitute a representation by such Holder
     that it has evaluated the limitation set forth in this paragraph and
     determined, based on the most recent public filings by the Company with the
     Commission, that the issuance of the full number of Warrant Shares
     requested in such notice of exercise is permitted under this paragraph.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REGISTRATION RIGHTS. The Holder shall have the registration rights described
in the Registration Rights Agreement.

8. RIGHTS OF STOCKHOLDERS. No Holder shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of Warrant Shares or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall


                                       -8-



anything contained herein be construed to confer upon the Holder any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive dividends
or subscription rights or otherwise with respect to the Warrant Shares until
this Warrant shall have been exercised and the Warrant Shares purchasable upon
the exercise hereof shall have become deliverable, as provided herein.

9. TERM OF WARRANT. This Warrant shall become exercisable on the Warrant Date
and shall no longer be exercisable as of the earlier of (i) 5:00 p.m., San
Diego, California local time, on the date that is the five-year anniversary of
the Warrant Date; and (ii) upon consummation of a Change of Control.

10. REDEMPTION AT COMPANY'S ELECTION. The Company may at the option of the
Board, by at least seven-days' prior written notice to the Holder (the
"REDEMPTION NOTICE"), redeem this Warrant, in whole or in part, at any time
after June 30, 2004, provided that (i) the Daily Market Price for twenty
consecutive trading days is equal to or greater than the product of (x) 2
multiplied by (y) the Exercise Price, (ii) either (A) all of the Warrant Shares
underlying this Warrant to be redeemed are then registered under an effective
registration statement or (B) may be sold pursuant to Rule 144 during a
three-month period without registration under the Securities Act, (iii)
sufficient shares of Common Stock of the Company are authorized and reserved for
issuance upon the full exercise of this Warrant, (iv) all of the Warrant Shares
issuable upon exercise of this Warrant are then listed on every stock exchange,
market or bulletin board on which any Common Stock of the Company is then listed
and (v) the Company is not in default of any material provision of any
Transaction Agreement (as defined in the Purchase Agreement). The Redemption
Notice shall set forth a date, not less than seven days after the date of the
Redemption Notice, on which the redemption of this Warrant shall occur (the
"REDEMPTION DATE"). On the Redemption Date, (i) the Company shall pay the Holder
by certified check an amount equal to the product of (x) $0.01 (as adjusted in
proportion to any adjustment to the Exercise Price pursuant to Section 3 hereof)
multiplied by (y) the number of Warrant Shares so redeemed; and (ii) the Holder
shall deliver the original copy of this Warrant marked "REDEEMED" to the
Company. If the Company shall redeem this Warrant in part, the Company shall, at
the Redemption Date, provided that the Holder shall have delivered the original
copy of this Warrant marked "REDEEMED" to the Company, deliver to the Holder a
new Warrant evidencing the rights of the Holder to purchase the unredeemed
shares of Common Stock called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant. Nothing in this Section 10
shall prevent the exercise of the Warrants at any time prior to the Redemption
Date.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the State of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the State of California, without giving effect to principles of
     conflicts of laws.


                                       -9-



          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally or
     sent by confirmed facsimile or telecopy, (b) one day after sending, when
     sent by commercial overnight courier with written verification of receipt,
     or (c) three business days after deposit with the United States Postal
     Service, when mailed postage prepaid by certified or registered mail,
     return receipt requested, addressed (a) if to the Company, at 9948 Hibert
     Street, Suite 100, San Diego, CA 92131, facsimile: (858) 271-9678,
     Attention: Nicholas J. Virca, or, if to the Holder, at such address or
     facsimile number as the Holder shall have furnished to the Company in
     writing, or at such other place of which the other party has been notified
     in accordance with the provisions of this Section 11(d).

          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.

          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                      -10-



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

Issued: April 8, 2004

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Nicholas J. Virca
                                            ------------------------------------
                                            Nicholas J. Virca
                                            President & CEO


           SIGNATURE PAGE TO THE A-1 WARRANT TO PURCHASE COMMON STOCK



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: ADVENTRX Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

     1. The undersigned hereby elects to purchase ____________ shares of Common
Stock, par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to
the terms of Section 1(b) of the A-1 Warrant to Purchase Common Stock dated
___________ 2004 (the "WARRANT"), and tenders herewith payment of the purchase
price of such shares in full.

     2. The undersigned hereby elects to convert the attached Warrant into
Common Stock of Adventrx Pharmaceuticals, Inc. through "cashless exercise" in
the manner specified in the Warrant. This conversion is exercised with respect
to _____________________ of the Shares covered by the Warrant.

     Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned with respect to the Warrant and Warrant Shares (as
defined in the Warrant) set forth in Section 4 of the Purchase Agreement (as
defined in the Warrant) were true and correct as of the Warrant Date (as defined
in the Warrant) and are true and correct as of the date hereof.

                                        ----------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                               ---------------------------------



                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

In connection with the acquisition of [warrants (the "Warrants") to purchase
_______ shares of Common Stock of ADVENTRX Pharmaceuticals, Inc. (the
"Company"), par value $0.001 per share (the "Common Stock")][________ shares of
Common Stock of ADVENTRX Pharmaceuticals, Inc. (the "Company"), par value $0.001
per share (the "Common Stock")], by _______________ (the "Holder") from
_____________, the Holder hereby represents and warrants to the Company as
follows:

The Holder (i) is an "Accredited Investor" as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"); and (ii) has the ability to bear the economic risks of such Holder's
prospective investment, including a complete loss of Holder's investment in the
Warrants and the shares of Common Stock issuable upon the exercise thereof
(collectively, the "Securities").

The Holder, by acceptance of the Warrants, represents and warrants to the
Company that the Warrants and all securities acquired upon any and all exercises
of the Warrants are purchased for the Holder's own account, and not with view to
distribution of either the Warrants or any securities purchasable upon exercise
thereof in violation of applicable securities laws.

The Holder acknowledges that (i) the Securities have not been registered under
the Act, (ii) the Securities are "restricted securities" and the certificate(s)
representing the Securities shall bear the following legend, or a similar legend
to the same effect, until (i) in the case of the shares of Common Stock
underlying the Warrants, such shares shall have been registered for resale by
the Holder under the Act and effectively been disposed of in accordance with a
registration statement that has been declared effective; or (ii) in the opinion
of counsel for the Company such Securities may be sold without registration
under the Act:

"[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES
INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE
SECURITIES REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE
EXERCISABLE] MAY [NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT
THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
REGISTRATION UNDER THE ACT."

IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter
to be executed in its corporate name by its duly authorized officer this __ day
of __________ 200_.

[Name]


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------



                                    EXHIBIT C

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant for the
purchase of shares of Common Stock of ADVENTRX Pharmaceuticals, Inc. hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under this Warrant, with respect to the number of shares of
common stock set forth below:

- -------------------------------------

- -------------------------------------

- -------------------------------------
(Name and Address of Assignee)

- -------------------------------------
(Number of Shares of Common Stock)

and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.

Dated:
       ------------------------------

- -------------------------------------
(Print Name and Title)


- -------------------------------------
(Signature)


- -------------------------------------
(Witness)

NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.



                           SCHEDULE OF WARRANTHOLDERS

     ADVENTRX Pharmaceuticals, Inc. issued this form of A-1 Warrant to Purchase
Common Stock to each of the persons listed below for the purchase of up to the
number of shares of Common Stock listed opposite such person's name below.



HOLDER                                                   WARRANT NO.   SHARES
- ------                                                   -----------   ------
                                                                 
Andrew J. Maffey                                            WA1-86      5,100
Centrum Bank AG                                             WA1-57      9,000
North Sound Legacy Fund LLC                                 WA1-84      1,200
North Sound Legacy Institutional Fund LLC                   WA1-85     18,600
North Sound Legacy International Ltd                        WA1-83     40,200
Legend Merchant Group, Inc.                                 WA1-67      1,500
Robert J. Neborsky MD Inc Combination Retirement Trust      WA1-89     49,500
Robert J. Neborsky MD Inc Combination Retirement Trust      WA1-90     49,500

                                                                    EXHIBIT 4.28

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION 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 OF ANY
APPLICABLE STATE SECURITIES LAWS.

NO. [SEE ATTACHED SCHEDULE]                                ISSUED: APRIL 8, 2004

                      A-2 WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, [SEE ATTACHED
SCHEDULE] (the "HOLDER") is entitled to purchase from ADVENTRX Pharmaceuticals,
Inc., a Delaware corporation (the "COMPANY"), [SEE ATTACHED SCHEDULE] fully paid
and nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to Two Dollars and Fifty Cents ($2.50) (as
adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"), subject to the
provisions and upon the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase right represented by this Warrant
     may be exercised in whole or part by the Holder during the term of this
     Warrant (as set forth in Section 9 hereof) at any time after the
     Commencement Date, as defined below, by the surrender of this Warrant (with
     the notice of exercise form attached hereto as Exhibit A (the "NOTICE OF
     EXERCISE") duly executed) at the principal office of the Company. If this
     Warrant shall have been exercised in part, the Company shall, at the time
     of delivery of the certificate or certificates representing Warrant Shares,
     deliver to the Holder a new Warrant evidencing the rights of the Holder to
     purchase the unpurchased shares of Common Stock called for by this Warrant,
     which new Warrant shall in all other respects be identical with this
     Warrant, or at the request of the Holder, appropriate notation may be made
     on this Warrant and the same returned to the Holder.

          (B) Exercise. Upon exercise of this Warrant, the Holder shall pay the
     Company an amount equal to the product of (x) the Exercise Price multiplied
     by (y) the total number of Warrant Shares purchased pursuant to this
     Warrant, by wire transfer or certified check payable to the order of the
     Company or, at any time following the first anniversary of the Warrant
     Date, if there is not an effective Registration Statement (as defined in
     the



     Registration Rights Agreement, dated as of the Warrant Date, among the
     Company and the persons and entities listed on Schedule 1 thereto (the
     "REGISTRATION RIGHTS AGREEMENT") with respect to all of the Warrant Shares,
     then at the option of the Holder, such amount may be paid by the surrender
     of a portion of shares of Common Stock then held by the Holder or issuable
     upon such exercise of this Warrant, which shall be valued and credited
     toward such amount due to the Company for the exercise of the Warrant based
     upon the Current Market Price of the Common Stock. The person or persons in
     whose name(s) any certificate(s) representing the Warrant Shares shall be
     issuable upon exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s) of, the Warrant Shares represented thereby (and such Warrant
     Shares shall be deemed to have been issued) immediately prior to the close
     of business on the date upon which this Warrant is exercised.

          "CURRENT MARKET PRICE" means, in respect of any share of Common Stock
     on any date herein specified,

          (1) if there shall not then be a public market for the Common Stock,
     the higher of

               (a) the book value per share of Common Stock at such date, and

               (b) the value per share of Common Stock at such date as
     determined in good faith by the Board,

          or

          (2) if there shall then be a public market for the Common Stock, the
     higher of (x) the book value per share of Common Stock at such date, and
     (y) the average of the daily market prices for the 10 consecutive trading
     days immediately before such date. The daily market price (the "DAILY
     MARKET PRICE") for each such trading day shall be (i) the closing price on
     such day on the principal stock exchange (including Nasdaq) on which such
     Common Stock is then listed or admitted to trading, or quoted, as
     applicable, (ii) if no sale takes place on such day on any such exchange,
     the last reported closing price on such day as officially quoted on any
     such exchange (including Nasdaq), (iii) if the Common Stock is not then
     listed or admitted to trading on any stock exchange, the last reported
     closing bid price on such day in the over-the-counter market, as furnished
     by the National Association of Securities Dealers Automatic Quotation
     System or the National Quotation Bureau, Inc., (iv) if neither such
     corporation at the time is engaged in the business of reporting such
     prices, as furnished by any similar firm then engaged in such business, or
     (v) if there is no such firm, as furnished by any member of the National
     Association of Securities Dealers, Inc. (the "NASD") selected mutually by
     the holder of this Warrant and the Company or, if they cannot agree upon
     such selection, as selected by two such members of the NASD, one of which
     shall be selected by holder of this Warrant and one of which shall be
     selected by the Company.

          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after


                                       -2-



     exercise, but in no case later than the date that is three business days
     following receipt by the Company of a Notice of Exercise duly completed and
     executed.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
shares of its Common Stock to provide for the exercise of the rights represented
by this Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the Holder
     shall have the right to exercise such new warrant, and procure upon such
     exercise and payment of the same aggregate Exercise Price, in lieu of the
     Warrant Shares theretofore issuable upon exercise of this Warrant, the kind
     and amount of shares of stock, other securities, money and property as
     would be payable for the Warrant Shares issuable upon exercise of this
     Warrant as if such Warrant Shares were outstanding on the consummation of
     the Reorganization Transaction. For purposes of this Warrant, the term
     "CHANGE OF CONTROL" shall mean (i) any acquisition of the Company by means
     of merger, acquisition, or other form of corporate reorganization in which
     outstanding shares of the Company are exchanged for securities or other
     consideration issued, or caused to be issued, by the acquiring corporation
     or its subsidiary or parent (other than a reincorporation transaction or
     change of domicile) and pursuant to which the holders of the outstanding
     voting securities of the Company immediately prior to such consolidation,
     merger or other transaction fail to hold equity securities representing a
     majority of the voting power of the Company or surviving entity immediately
     following such consolidation, merger or other transaction (excluding voting
     securities of the acquiring corporation held by such holders prior to such
     transaction) or (ii) a sale of all or substantially all of the assets of
     the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be proportionately decreased, and in the event that the Company shall at
     any time combine the outstanding shares of Common Stock, the number of
     Warrant Shares issuable upon exercise of this Warrant immediately prior to
     such combination shall be proportionately decreased,


                                       -3-



     and the Exercise Price shall be proportionately increased, effective at the
     close of business on the date of such subdivision, stock dividend or
     combination, as the case may be.

          (C) Issuance of Additional Shares.

               (I) If at any time while this Warrant is outstanding and after
               June 30, 2004, the Company shall issue or sell any shares of its
               Common Stock, other than Excluded Shares (as that term is defined
               below) ("ADDITIONAL SHARES"), in exchange for consideration in an
               amount per Additional Share less than the Exercise Price at the
               time the Additional Shares are issued or sold, then the Exercise
               Price immediately prior to such issue or sale shall be reduced to
               a price determined by dividing:

                    (1) an amount equal to the sum of (a) the number of shares
                    of Common Stock outstanding immediately prior to such issue
                    or sale multiplied by the then existing Exercise Price, plus
                    (b) the consideration, if any, received by the Company upon
                    such issue or sale, by

                    (2) the total number of shares of Common Stock outstanding
                    immediately after such issue or sale.

               (II) The provisions of Section 3(c)(i) shall not apply to any
               deemed issuance of Additional Shares for which an adjustment is
               provided under Section 3(a) or 3(b). No adjustment of the number
               of shares of Common Stock acquirable upon exercise of this
               Warrant shall be made under Section 3(c) upon the issuance of any
               shares of Common Stock which are issued pursuant to the exercise
               of any warrants or other subscription or purchase rights or
               pursuant to the exercise of any conversion or exchange rights in
               any convertible securities, if any such adjustment shall
               previously have been made upon the issuance of such warrants or
               other rights or upon the issuance of such convertible securities
               (or upon the issuance of any warrant or other rights therefor)
               pursuant to Section 3(d).

     For purposes of this Warrant the term "EXCLUDED SHARES" means: (i) shares
     of Common Stock issuable or issued after the Closing Date to officers,
     employees, consultants or directors of the Company directly or pursuant to
     a stock purchase, stock option, restricted stock or other written
     compensation plan or agreement approved by the Board of Directors of the
     Company (the "BOARD"); (ii) shares of Common Stock issued or issuable after
     the Closing Date, primarily for non-equity financing purposes and as
     approved by the Board, to financial institutions or lessors in connection
     with commercial credit arrangements, equipment financings or similar
     transactions or to vendors of goods or services or customers; (iii) shares
     of Common Stock issuable upon (a) exercise of warrants, options, notes or
     other rights to acquire securities of the Company, in each case,
     outstanding on the issuance date of this Warrant (the "WARRANT DATE"), (b)
     conversion of shares of the Company's Preferred Stock, par value $0.01 per
     share, outstanding on the Warrant Date, (c) exchange of promissory notes
     issued by the Company outstanding on the Warrant Date, (iv) the Shares (as
     such term is defined in the Common Stock and Warrant Purchase Agreement,
     dated as of the Warrant Date, among the Company and the persons and
     entities listed on Schedule 1


                                       -4-



     thereto (the "PURCHASE AGREEMENT")); (v) the Warrants (as such term is
     defined in the Purchase Agreement); (vi) capital stock or warrants or
     options to purchase capital stock issued in connection with bona fide
     acquisitions, mergers or similar transactions, the terms of which are
     approved by the Board; (vii) shares of Common Stock issued or issuable to
     licensors of technology of the Company to pay expenses, royalties or
     milestone payments for which the Company is obligated under any licensing
     or related agreement; (viii) shares of Common Stock issuable or issued
     pursuant to stock splits, stock dividends and the like, or (ix) shares of
     Common Stock issued or issuable by way of dividend or other distribution on
     Excluded Shares.

          (D) Issuance of Common Stock Equivalents.

               (I) If at any time while this Warrant is outstanding the Company
               shall issue or sell any warrants or other rights to subscribe for
               or purchase any additional shares of Common Stock or any
               securities convertible into shares of Common Stock (other than
               the Additional Shares) (collectively, "COMMON STOCK
               EQUIVALENTS"), whether or not the rights to exchange or convert
               thereunder are immediately exercisable, and the effective price
               per share for which Common Stock is issuable upon the exercise,
               exchange or conversion of such Common Stock Equivalents shall be
               less than the Exercise Price in effect immediately prior to the
               time of such issue or sale, then the Exercise Price shall be
               adjusted as provided in Section 3(c) on the basis that the
               maximum number of additional shares of Common Stock issuable
               pursuant to all such Common Stock Equivalents shall be deemed to
               have been issued and outstanding and the Company shall have
               received all of the consideration payable therefor, if any, as of
               the date of the actual issuance of such Common Stock Equivalents.
               No further adjustments to the current Warrant Price shall be made
               under this Section 3(d) upon the actual issue of such Common
               Stock upon the exercise, conversion or exchange of such Common
               Stock Equivalents.

               (II) Upon the expiration or termination of any such Common Stock
               Equivalents, the Exercise Price, to the extent in any way
               affected by or computed using such Common Stock Equivalents,
               shall be recomputed to reflect the issuance of the total number
               of shares of Common Stock (and convertible or exchangeable
               securities which remain in effect) actually issued upon the
               exercise, exchange or conversion of such Common Stock Equivalents
               to the extent that this Warrant is then outstanding.

          (E) Other Action Affecting Common Stock. In case at any time or from
     time to time the Company shall take any action in respect of its Common
     Stock, other than the payment of dividends permitted by Section 3 or any
     other action described in Section 3, then, unless such action will not have
     a materially adverse effect upon the rights of the Holder, the number of
     shares of Common Stock or other stock into which this Warrant is
     exercisable and/or the purchase price thereof shall be adjusted in such
     manner as may be equitable in the circumstances.


                                       -5-



          (F) Certificate as to Adjustments. Upon the occurrence of each
     adjustment or readjustment of the Exercise Price, the Company, at its
     expense, shall promptly compute such adjustment or readjustment in
     accordance with the terms hereof and prepare and furnish to the Holder of
     this Warrant a certificate setting forth such adjustment or readjustment
     and showing in detail the facts upon which such adjustment or readjustment
     is based. The Company shall, upon the written request at any time of the
     Holder of this Warrant, furnish or cause to be furnished to such Holder a
     like certificate setting forth (i) such adjustments and readjustments, (ii)
     the Exercise Price at the time in effect and (iii) the number of shares of
     Common Stock and the amount, if any, or other property which at the time
     would be received upon the exercise of Warrants owned by such Holder.

          (G) Notice of Corporate Action. If at any time:

               (i) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend (other than a
     cash dividend payable out of earnings or earned surplus legally available
     for the payment of dividends under the laws of the jurisdiction of
     incorporation of the Company) or other distribution, or any right to
     subscribe for or purchase any evidences of its indebtedness, any shares of
     stock of any class or any other securities or property, or to receive any
     other right, or

               (ii) there shall be any capital reorganization of the Company,
     any reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any sale,
     transfer or other disposition of all or substantially all the property,
     assets or business of the Company to, another corporation, or

               (iii) there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Company;

     then, in any one or more of such cases, the Company shall give to the
     Holder (i) at least 10-days' prior written notice of the date on which a
     record date shall be selected for such dividend, distribution or right or
     for determining rights to vote in respect of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up, and (ii) in the case of any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up, at least 10-days'
     prior written notice of the date when the same shall take place. Such
     notice in accordance with the foregoing clause also shall specify (i) the
     date on which any such record is to be taken for the purpose of such
     dividend, distribution or right, the date on which the holders of Common
     Stock shall be entitled to any such dividend, distribution or right, and
     the amount and character thereof, and (ii) the date on which any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up is to take place and
     the time, if any such time is to be fixed, as of which the holders of
     Common Stock shall be entitled to exchange their shares of Common Stock for
     securities or other property deliverable upon such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up. Each such written notice shall be
     sufficiently given if addressed to the Holder at the last address of the
     Holder appearing on the books of the Company and delivered in accordance
     with Section 11(d).


                                       -6-



4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws; provided, however, that the Company may
withhold its consent to transfer or assignment of this Warrant to any person or
entity who is deemed to be a competitor or prospective competitor of the
Company, such determination to be made in the reasonable judgment of the Board.
If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant
Stock, as applicable, shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant or the Warrant Stock as the case may be,
furnish to the Company a written opinion of counsel that is reasonably
acceptable to the Company to the effect that such transfer may be made without
registration under the Securities Act, (ii) that the Holder or transferee
execute and deliver to the Company an investment letter in form and substance
acceptable to the Company and substantially in the form attached as Exhibit B
hereto and (iii) that the transferee be an "accredited investor" as defined in
Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and
all rights hereunder, in whole or in part, in accordance with the foregoing
provisions, shall be registered on the books of the Company to be maintained for
such purpose, upon surrender of this Warrant at the principal office of the
Company or the office or agency designated by the Company, together with a
written assignment of this Warrant substantially in the form of Exhibit C hereto
duly executed by the Holder or its attorney-in-fact and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Following a transfer that complies
with the requirements of this Section 4, the Warrant may be exercised by a new
Holder for the purchase of shares of Common Stock regardless of whether the
Company issued or registered a new Warrant on the books of the Company. This
Section 4 shall survive the exercise or expiration of the Warrant.

5. CONDITIONS TO EXERCISE OF WARRANT.

          (A) Each certificate evidencing the Warrant Shares issued upon
     exercise of this Warrant shall be stamped or imprinted with a legend
     substantially in the following form:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
          REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND
          SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
          SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


                                       -7-



          (B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed
     on a certificate pursuant to this Section 5 shall be removed, and the
     Company shall issue a certificate without such legend to the holder of such
     Warrant Shares if (i) such Warrant Shares are resold pursuant to a
     registration statement under the Securities Act of 1933, as amended, and a
     prospectus meeting the requirements of Section 10 of the Securities Act is
     delivered or deemed delivered to the purchaser of such Warrant Shares, (ii)
     if such holder satisfies the requirements of Rule 144(k) or (iii) if such
     holder provides the Company with an opinion of counsel for such holder of
     the Warrant Shares, reasonably satisfactory to the Company, to the effect
     that a sale, transfer or assignment of such Warrant Shares may be made
     without registration. This paragraph shall survive any exercise of this
     Warrant.

          (C) RESTRICTIONS ON EXERCISE AMOUNT. Unless a Holder delivers to the
     Company irrevocable written notice (x) prior to the date of issuance hereof
     or 61 days prior to the effective date of such notice that this Section
     5(c) shall not apply to such Holder or (y) prior to a Change of Control,
     the Holder may not acquire a number of Warrant Shares to the extent that,
     upon such exercise, the number of shares of Common Stock then beneficially
     owned by such Holder and its affiliates and any other persons or entities
     whose beneficial ownership of Common Stock would be aggregated with the
     Holder's for purposes of Section 13(d) of the Securities Exchange Act of
     1934, as amended (the "EXCHANGE ACT"), (including shares held by any
     "group" of which the Holder is a member, but excluding shares beneficially
     owned by virtue of the ownership of securities or rights to acquire
     securities that have limitations on the right to convert, exercise or
     purchase similar to the limitation set forth herein) exceeds 9.99% of the
     total number of shares of Common Stock of the Company then issued and
     outstanding. For purposes hereof, "group" has the meaning set forth in
     Section 13(d) of the Exchange Act and applicable regulations of the
     Commission, and the percentage held by the holder shall be determined in a
     manner consistent with the provisions of Section 13(d) of the Exchange Act.
     Each delivery of a notice of exercise by a Holder will constitute a
     representation by such Holder that it has evaluated the limitation set
     forth in this paragraph and determined, based on the most recent public
     filings by the Company with the Commission, that the issuance of the full
     number of Warrant Shares requested in such notice of exercise is permitted
     under this paragraph.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REGISTRATION RIGHTS. The Holder shall have the registration rights described
in the Registration Rights Agreement.

8. RIGHTS OF STOCKHOLDERS. No Holder shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of Warrant Shares or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive dividends or


                                       -8-



subscription rights or otherwise with respect to the Warrant Shares until this
Warrant shall have been exercised and the Warrant Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

9. TERM OF WARRANT. This Warrant shall become exercisable on the Warrant Date
and shall no longer be exercisable as of the earlier of (i) 5:00 p.m., San
Diego, California local time, on the date that is the five-year anniversary of
the Warrant Date; and (ii) upon consummation of a Change of Control.

10. REDEMPTION AT COMPANY'S ELECTION. The Company may at the option of the
Board, by at least seven-days' prior written notice to the Holder (the
"REDEMPTION NOTICE"), redeem this Warrant, in whole or in part, at any time,
provided that (i) the Daily Market Price for twenty consecutive trading days is
equal to or greater than the product of (x) 2 multiplied by (y) the Exercise
Price, (ii) either (A) all of the Warrant Shares underlying this Warrant to be
redeemed are then registered under an effective registration statement or (B)
may be sold pursuant to Rule 144 during a three-month period without
registration under the Securities Act, (iii) sufficient shares of Common Stock
of the Company are authorized and reserved for issuance upon the full exercise
of this Warrant, (iv) all of the Warrant Shares issuable upon exercise of this
Warrant are then listed on every stock exchange, market or bulletin board on
which any Common Stock of the Company is then listed and (v) the Company is not
in default of any material provision of any Transaction Agreement (as defined in
the Purchase Agreement). The Redemption Notice shall set forth a date, not less
than seven days after the date of the Redemption Notice, on which the redemption
of this Warrant shall occur (the "REDEMPTION DATE"). On the Redemption Date, (i)
the Company shall pay the Holder by certified check an amount equal to the
product of (x) $0.001 (as adjusted in proportion to any adjustment to the
Exercise Price pursuant to Section 3 hereof) multiplied by (y) the number of
Warrant Shares so redeemed; and (ii) the Holder shall deliver the original copy
of this Warrant marked "REDEEMED" to the Company. If the Company shall redeem
this Warrant in part, the Company shall, at the Redemption Date, provided that
the Holder shall have delivered the original copy of this Warrant marked
"REDEEMED" to the Company, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unredeemed shares of Common Stock called
for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant. Nothing in this Section 10 shall prevent the exercise of the
Warrants at any time prior to the Redemption Date.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the State of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the State of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.


                                       -9-



          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally or
     sent by confirmed facsimile or telecopy, (b) one day after sending, when
     sent by commercial overnight courier with written verification of receipt,
     or (c) three business days after deposit with the United States Postal
     Service, when mailed postage prepaid by certified or registered mail,
     return receipt requested, addressed (a) if to the Company, at 9948 Hibert
     Street, Suite 100, San Diego, CA 92131, facsimile: (858) 271-9678,
     Attention: Nicholas J. Virca, or, if to the Holder, at such address or
     facsimile number as the Holder shall have furnished to the Company in
     writing, or at such other place of which the other party has been notified
     in accordance with the provisions of this Section 11(d).

          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.

          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                      -10-



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

Issued: April 8, 2004

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Nicholas J. Virca
                                            ------------------------------------
                                            Nicholas J. Virca
                                            President & CEO


           SIGNATURE PAGE TO THE A-2 WARRANT TO PURCHASE COMMON STOCK



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: ADVENTRX Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

     1. The undersigned hereby elects to purchase ____________ shares of Common
Stock, par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to
the terms of Section 1(b) of the A-2 Warrant to Purchase Common Stock dated
___________ 2004 (the "WARRANT"), and tenders herewith payment of the purchase
price of such shares in full.

     2. The undersigned hereby elects to convert the attached Warrant into
Common Stock of Adventrx Pharmaceuticals, Inc. through "cashless exercise" in
the manner specified in the Warrant. This conversion is exercised with respect
to _____________________ of the Shares covered by the Warrant.

     Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned with respect to the Warrants and Warrant Shares
(as defined in the Warrant) set forth in Section 4 of the Purchase Agreement (as
defined in the Warrant) were true and correct as of the Warrant Date (as defined
in the Warrant) and are true and correct as of the date hereof.

                                        ----------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------



                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

In connection with the acquisition of [warrants (the "Warrants") to purchase
_______ shares of Common Stock of ADVENTRX Pharmaceuticals, Inc. (the
"Company"), par value $0.001 per share (the "Common Stock")][________ shares of
Common Stock of ADVENTRX Pharmaceuticals, Inc. (the "Company"), par value $0.001
per share (the "Common Stock")], by _______________ (the "Holder") from
_____________, the Holder hereby represents and warrants to the Company as
follows:

The Holder (i) is an "Accredited Investor" as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"); and (ii) has the ability to bear the economic risks of such Holder's
prospective investment, including a complete loss of Holder's investment in the
Warrants and the shares of Common Stock issuable upon the exercise thereof
(collectively, the "Securities").

The Holder, by acceptance of the Warrants, represents and warrants to the
Company that the Warrants and all securities acquired upon any and all exercises
of the Warrants are purchased for the Holder's own account, and not with view to
distribution of either the Warrants or any securities purchasable upon exercise
thereof in violation of applicable securities laws.

The Holder acknowledges that (i) the Securities have not been registered under
the Act, (ii) the Securities are "restricted securities" and the certificate(s)
representing the Securities shall bear the following legend, or a similar legend
to the same effect, until (i) in the case of the shares of Common Stock
underlying the Warrants, such shares shall have been registered for resale by
the Holder under the Act and effectively been disposed of in accordance with a
registration statement that has been declared effective; or (ii) in the opinion
of counsel for the Company such Securities may be sold without registration
under the Act:

"[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES
INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE
SECURITIES REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE
EXERCISABLE] MAY [NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT
THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
REGISTRATION UNDER THE ACT."

IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter
to be executed in its corporate name by its duly authorized officer this __ day
of __________ 200_.

[Name]


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------



                                    EXHIBIT C

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant for the
purchase of shares of Common Stock of ADVENTRX Pharmaceuticals, Inc. hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under this Warrant, with respect to the number of shares of
common stock set forth below:

- -------------------------------------

- -------------------------------------

- -------------------------------------
(Name and Address of Assignee)

- -------------------------------------
(Number of Shares of Common Stock)

and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.

Dated:
       ------------------------------

- -------------------------------------
(Print Name and Title)


- -------------------------------------
(Signature)


- -------------------------------------
(Witness)

NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.



                           SCHEDULE OF WARRANTHOLDERS

     ADVENTRX Pharmaceuticals, Inc. issued this form of A-2 Warrant to Purchase
Common Stock to each of the persons listed below for the purchase of up to the
number of shares of Common Stock listed opposite such person's name below.



HOLDER                                                   WARRANT NO.   SHARES
- ------                                                   -----------   ------
                                                                 
Andrew J. Maffey                                            WA2-65      3,400
Centrum Bank AG                                             WA2-57      6,000
North Sound Legacy Fund LLC                                 WA2-63      2,400
North Sound Legacy Institutional Fund LLC                   WA2-62     12,400
North Sound Legacy International Ltd.                       WA2-64     23,800
Robert J. Neborsky MD Inc Combination Retirement Trust      WA2-67     33,000
Robert J. Neborsky MD Inc Combination Retirement Trust      WA2-68     33,333

                                                                    EXHIBIT 4.29

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. [SEE ATTACHED SCHEDULE]

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

          THIS CERTIFIES THAT, for good and valuable consideration, [SEE
ATTACHED SCHEDULE FOR NAMES OF HOLDERS] (the "HOLDER") is entitled to subscribe
for and purchase from Biokeys Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), [SEE ATTACHED SCHEDULE FOR NUMBER OF SHARES] fully paid and
nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to Sixty Cents ($0.60) (as adjusted pursuant
to Section 3 hereof) (the "EXERCISE PRICE"), subject to the provisions and upon
the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase rights represented by this Warrant
     may be exercised by the Holder during the term of this Warrant (as set
     forth in Section 9 hereof) in whole or in part, at any time after the
     Commencement Date, as defined below, by the surrender of this Warrant (with
     the notice of exercise form attached hereto as Exhibit A (the "NOTICE OF
     EXERCISE") duly executed) at the principal office of the Company.

          (B) Cash Exercise. Upon exercise of this Warrant, the Holder shall pay
     the Company an amount equal to the Exercise Price multiplied by the number
     of Warrant Shares being purchased, by wire transfer or certified check
     payable to the order of the Company. The person or persons in whose name(s)
     any certificate(s) representing the Warrant Shares shall be issuable upon
     exercise of this Warrant shall be deemed to have become the holder(s) of
     record of, and shall be treated for all purposes as the record holder(s)
     of, the Warrant Shares represented thereby (and such Warrant Shares shall
     be deemed to have been issued) immediately prior to the close of business
     on the date or dates upon which this Warrant is exercised.


                                        1



          (C) Stock Certificates. In the event of any exercise of the rights
     represented by this Warrant, certificates for the Warrant Shares so
     purchased shall be delivered to the Holder within a reasonable time after
     exercise and, unless this Warrant has been fully exercised or has expired,
     a new Warrant representing the shares with respect to which this Warrant
     shall not have been exercised shall also be issued to the Holder within
     such time.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
Warrant Shares to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the holder
     of this Warrant shall have the right to exercise such new warrant, and
     procure upon such exercise and payment of the same aggregate Exercise
     Price, in lieu of the Warrant Shares theretofore issuable upon exercise of
     this Warrant, the kind and amount of shares of stock, other securities,
     money and property as would be payable for the Warrant Shares issuable upon
     exercise of this Warrant as if such Warrant Shares were outstanding on the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be


                                        2



     proportionately decreased, and in the event that the Company shall at any
     time combine the outstanding shares of Common Stock, the number of Warrant
     Shares issuable upon exercise of this Warrant immediately prior to such
     combination shall be proportionately decreased, and the Exercise Price
     shall be proportionately increased, effective at the close of business on
     the date of such subdivision, stock dividend or combination, as the case
     may be.

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws and, except as provided below, may not be
transferred except with the prior written consent of the Company, which shall
not be unreasonably withheld or delayed, and any purported transfer without such
prior written consent shall be null and void; provided, however, that the
Company may withhold its consent to transfer or assignment of this Warrant to
any person or entity who is deemed to be a competitor or prospective competitor
of the Company, such determination to be made in the reasonable judgment of the
Board.

5. CONDITION TO EXERCISE OF WARRANT. Each certificate evidencing the Warrant
Shares issued upon exercise of this Warrant shall be stamped or imprinted with a
legend substantially in the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
     DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH
     SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
     THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO
     THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
     THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and
warrants to the Company as follows:

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this Warrant, the Holder shall, if so requested by the Company, confirm in
     writing, in a form reasonably satisfactory to the Company, that the Warrant
     Shares issuable upon exercise of this Warrant are being acquired for
     investment and not with a view toward distribution or resale. The Holder is
     an "accredited investor" within the meaning of the Securities Act.

          (B) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from


                                        3



     the registration and prospectus delivery requirements of the Securities Act
     pursuant to Section 4(2) thereof and that the Company's reliance upon such
     exemption is predicated, in part, upon the Holder's representations and
     warranties set forth in this Agreement. The Holder understands that this
     Warrant and the Warrant Shares must be held by the Holder indefinitely, and
     that the Holder must therefore bear the economic risk of such investment
     indefinitely, unless a subsequent disposition thereof is registered under
     the Securities Act or is exempted from such registration. The Holder
     further understands that this Warrant and the Warrant Shares have not been
     registered under the securities laws of any state.

          (C) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the United States Securities and Exchange
     Commission, nor any governmental agency charged with the administration of
     the securities laws of any state nor any other governmental agency has
     passed upon or reviewed the merits or qualifications of, or recommended or
     approved the issuance of this Warrant or the Warrant Shares.

          (D) The Holder understands that, except as provided in Section 10 of
     this Warrant, the Company is under no obligation to register this Warrant
     or the Warrant Shares.

          (E) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the state indicated in the signature
     page hereto and the Holder has no present intention of becoming a resident
     of any other state or jurisdiction.

          (F) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

8. RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of Warrant
Shares or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise with respect to the Warrant Shares
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.


                                        4



9. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the date of issuance set
     forth below (the "COMMENCEMENT DATE") and shall no longer be exercisable as
     of the earlier of (i) 5:00 p.m., San Diego, California local time, on the
     date that is the three-year anniversary of the Commencement Date; (ii)
     immediately prior to a Change of Control and (iii) 5:00 p.m., San Diego,
     California local time, on the Call Termination Date (as defined below).

          (B) Notwithstanding anything herein to the contrary, at any time after
     the Commencement Date, if the closing price of one share of Common Stock
     quoted in the over-the-counter market summary, the Bulletin Board Exchange,
     the Nasdaq National Market or the closing price quoted on a national
     securities exchange, whichever is applicable, is greater than 200% of the
     Exercise Price for a period of 20 consecutive trading days, then thereafter
     the Company shall have the right (the "COMPANY TERMINATION RIGHT"),
     exercisable at the Company's sole discretion, to terminate this Warrant
     with at least 10-days' prior written notice (the "TERMINATION NOTICE")
     which Termination Notice shall state the date this Warrant shall terminate
     (the "CALL TERMINATION DATE"); provided, however, that the Company may not
     exercise the Company Termination Right unless a registration statement
     registering the Warrant Stock has been declared effective and is effective
     from the date of delivery of the Termination Notice until the Call
     Termination Date, provided, further, that if this Warrant is terminated
     pursuant to this Section 9(b), then the Company shall use commercially
     reasonable efforts to maintain the effectiveness of a registration
     statement registering the Warrant Stock until the date that is 15 days
     after the Call Termination Date or, if earlier, the date the Holder shall
     have sold all its Warrant Shares covered by such registration statement.

10. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of Section 10(b) below, use its best efforts to cause to be registered
     under the Securities Act all of the Warrant Shares that the Holder has
     requested to be registered.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 10 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 10(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary form with the underwriter or
     underwriters selected for underwriting by the Company. Notwithstanding any
     other provision of this Section 10, if the underwriter determines that


                                        5



     marketing factors require a limitation of the number of shares to be
     underwritten, the underwriter may exclude some or all of the Warrant Shares
     from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 10 that the Holder shall
     furnish to the Company such information regarding itself, the Warrant
     Shares, and the intended method of disposition of such Warrant Shares as
     shall be required to effect the registration of any Warrant Shares. In that
     connection, the Holder shall be required to represent to the Company that
     all such information which is given is both complete and accurate in all
     material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 10.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 10 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the state of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the state of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally,
     (b) upon receipt, when sent by confirmed facsimile or telecopy, (c) one day
     after sending, when sent by commercial overnight courier with written
     verification of receipt, or (d) three business days after deposit with the
     United States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed (a) if to the Company,
     at 9948 Hibert Street, Suite 100, San Diego, CA 92131, facsimile: (858)
     271-9678, Attention: Nicholas J. Virca, or (b) if to the Holder, at such
     address or facsimile number as the Holder shall have furnished to the
     Company in writing, or at such other place of which the other party has
     been notified in accordance with the provisions of this Section 11(d).

          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.


                                        6



          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                        7



          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.

          Issued May 28, 2003

                                        BIOKEYS PHARMACEUTICALS, INC.


                                        By: /s/ Nicholas J. Virca
                                            ------------------------------------
                                        Name: Nicholas J. Virca
                                        Title: President and Chief Executive
                                               Officer

                                        [SEE ATTACHED SCHEDULE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------


                                        8



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Biokeys Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

          The undersigned hereby elects to purchase ____________ shares of
Common Stock, par value $0.001 per share, of the Company ("COMMON STOCK")
pursuant to the terms of Section 1(b) of the Warrant to Purchase Common Stock
dated May ___, 2003 (the "WARRANT"), and tenders herewith payment of the
purchase price of such shares in full.

          Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

          The undersigned hereby represents and warrants that the aforesaid
shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 7 of the Warrant are true and
correct as of the date hereof.

                                        [NAME OF WARRANT HOLDER]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------



                           SCHEDULE OF WARRANTHOLDERS

          ADVENTRX Pharmaceuticals, Inc. issued this form of Warrant to Purchase
Common Stock to each of the persons listed below for the purchase of up to the
number of shares of Common Stock listed opposite such person's name below.



                           HOLDER                             WARRANT NO.    SHARES
                           ------                             -----------   -------
                                                                      
Centrum Bank AG                                                  WC-108       1,500
The Prudent Bear Fund                                            WC-113     375,000
Delaware Charter Guarantee and Trust Co. FBO Micahel Kooper
   Investor Rights Agreement                                     WC-136      17,969
Andrew J. Maffey                                                 WC-139      30,000
Clifford Ross                                                    WC-140      15,000
James Simpson                                                    WC-148       7,500
Franco Merlo                                                     WC-114       2,989
Michael Kooper                                                   WC-129      56,250
Richard Melnick                                                  WC-134      56,250
Richard Melnick                                                  WC-142      45,000
Caroline A. Levine                                               WC-143      11,250
Richard Melnick                                                  WC-150      33,750
Richard Melnick                                                  WC-151      50,000
Michael Kooper                                                   WC-136      17,969

                                                                    EXHIBIT 4.30

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. [SEE ATTACHED SCHEDULE]                       ISSUED [SEE ATTACHED SCHEDULE]

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, [SEE ATTACHED
SCHEDULE FOR NAMES OF HOLDERS] (the "HOLDER") is entitled to subscribe for and
purchase from Adventrx Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), [SEE ATTACHED SCHEDULE FOR NUMBER OF SHARES] fully paid and
nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to One Dollar and Twenty Five Cents ($1.25)
(as adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"), subject to
the provisions and upon the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase rights represented by this Warrant
     may be exercised by the Holder during the term of this Warrant (as set
     forth in Section 9 hereof) in whole or in part, at any time after the
     Commencement Date, as defined below, by the surrender of this Warrant (with
     the notice of exercise form attached hereto as Exhibit A (the "NOTICE OF
     EXERCISE") duly executed) at the principal office of the Company.

          (B) Cash Exercise. Upon exercise of this Warrant, the Holder shall pay
     the Company an amount equal to the Exercise Price multiplied by the number
     of Warrant Shares being purchased, by wire transfer or certified check
     payable to the order of the Company. The person or persons in whose name(s)
     any certificate(s) representing the Warrant Shares shall be issuable upon
     exercise of this Warrant shall be deemed to have become the holder(s) of
     record of, and shall be treated for all purposes as the record holder(s)
     of, the Warrant Shares represented thereby (and such Warrant Shares shall
     be deemed to have been issued) immediately prior to the close of business
     on the date or dates upon which this Warrant is exercised.


                                        1



          (C) Stock Certificates. In the event of any exercise of the rights
     represented by this Warrant, certificates for the Warrant Shares so
     purchased shall be delivered to the Holder within a reasonable time after
     exercise and, unless this Warrant has been fully exercised or has expired,
     a new Warrant representing the shares with respect to which this Warrant
     shall not have been exercised shall also be issued to the Holder within
     such time.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
Warrant Shares to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the holder
     of this Warrant shall have the right to exercise such new warrant, and
     procure upon such exercise and payment of the same aggregate Exercise
     Price, in lieu of the Warrant Shares theretofore issuable upon exercise of
     this Warrant, the kind and amount of shares of stock, other securities,
     money and property as would be payable for the Warrant Shares issuable upon
     exercise of this Warrant as if such Warrant Shares were outstanding on the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be


                                        2



     proportionately decreased, and in the event that the Company shall at any
     time combine the outstanding shares of Common Stock, the number of Warrant
     Shares issuable upon exercise of this Warrant immediately prior to such
     combination shall be proportionately decreased, and the Exercise Price
     shall be proportionately increased, effective at the close of business on
     the date of such subdivision, stock dividend or combination, as the case
     may be.

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws and, except as provided below, may not be
transferred except with the prior written consent of the Company, which shall
not be unreasonably withheld or delayed, and any purported transfer without such
prior written consent shall be null and void; provided, however, that the
Company may withhold its consent to transfer or assignment of this Warrant to
any person or entity who is deemed to be a competitor or prospective competitor
of the Company, such determination to be made in the reasonable judgment of the
Board.

5. CONDITION TO EXERCISE OF WARRANT. Each certificate evidencing the Warrant
Shares issued upon exercise of this Warrant shall be stamped or imprinted with a
legend substantially in the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
     DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH
     SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
     THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO
     THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
     THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and
warrants to the Company as follows:

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this Warrant, the Holder shall, if so requested by the Company, confirm in
     writing, in a form reasonably satisfactory to the Company, that the Warrant
     Shares issuable upon exercise of this Warrant are being acquired for
     investment and not with a view toward distribution or resale. The Holder is
     an "accredited investor" within the meaning of the Securities Act.

          (B) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from


                                        3



     the registration and prospectus delivery requirements of the Securities Act
     pursuant to Section 4(2) thereof and that the Company's reliance upon such
     exemption is predicated, in part, upon the Holder's representations and
     warranties set forth in this Agreement. The Holder understands that this
     Warrant and the Warrant Shares must be held by the Holder indefinitely, and
     that the Holder must therefore bear the economic risk of such investment
     indefinitely, unless a subsequent disposition thereof is registered under
     the Securities Act or is exempted from such registration. The Holder
     further understands that this Warrant and the Warrant Shares have not been
     registered under the securities laws of any state.

          (C) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the United States Securities and Exchange
     Commission, nor any governmental agency charged with the administration of
     the securities laws of any state nor any other governmental agency has
     passed upon or reviewed the merits or qualifications of, or recommended or
     approved the issuance of this Warrant or the Warrant Shares.

          (D) The Holder understands that, except as provided in Section 10 of
     this Warrant, the Company is under no obligation to register this Warrant
     or the Warrant Shares.

          (E) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the state indicated in the signature
     page hereto and the Holder has no present intention of becoming a resident
     of any other state or jurisdiction.

          (F) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

          (G) The Holder of this Warrant agrees not to undertake any short
     position with respect to the underlying common stock while this warrant
     remains outstanding.

8. RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of Warrant
Shares or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise with respect to the Warrant Shares
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.


                                        4



9. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the date of issuance set
     forth below (the "COMMENCEMENT DATE") and shall no longer be exercisable as
     of the earlier of (i) 5:00 p.m., San Diego, California local time, on the
     date that is the three-year anniversary of the Commencement Date; (ii)
     immediately prior to a Change of Control and (iii) 5:00 p.m., San Diego,
     California local time, on the Call Termination Date (as defined below).

          (B) Notwithstanding anything herein to the contrary, at any time after
     the Commencement Date, if the closing price of one share of Common Stock
     quoted in the over-the-counter market summary, the Bulletin Board Exchange,
     the Nasdaq National Market or the closing price quoted on a national
     securities exchange, whichever is applicable, is greater than 200% of the
     Exercise Price for a period of 20 consecutive trading days, then thereafter
     the Company shall have the right (the "COMPANY TERMINATION RIGHT"),
     exercisable at the Company's sole discretion, to terminate this Warrant
     with at least 10-days' prior written notice (the "TERMINATION NOTICE")
     which Termination Notice shall state the date this Warrant shall terminate
     (the "CALL TERMINATION DATE"); provided, however, that the Company may not
     exercise the Company Termination Right unless a registration statement
     registering the Warrant Stock has been declared effective and is effective
     from the date of delivery of the Termination Notice until the Call
     Termination Date, provided, further, that if this Warrant is terminated
     pursuant to this Section 9(b), then the Company shall use commercially
     reasonable efforts to maintain the effectiveness of a registration
     statement registering the Warrant Stock until the date that is 15 days
     after the Call Termination Date or, if earlier, the date the Holder shall
     have sold all its Warrant Shares covered by such registration statement.

10. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of Section 10(b) below, use its best efforts to cause to be registered
     under the Securities Act all of the Warrant Shares that the Holder has
     requested to be registered.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 10 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 10(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary form with the underwriter or
     underwriters selected for underwriting by the Company. Notwithstanding any
     other provision of this Section 10, if the underwriter determines that


                                        5



     marketing factors require a limitation of the number of shares to be
     underwritten, the underwriter may exclude some or all of the Warrant Shares
     from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 10 that the Holder shall
     furnish to the Company such information regarding itself, the Warrant
     Shares, and the intended method of disposition of such Warrant Shares as
     shall be required to effect the registration of any Warrant Shares. In that
     connection, the Holder shall be required to represent to the Company that
     all such information which is given is both complete and accurate in all
     material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 10.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 10 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the state of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the state of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally,
     (b) upon receipt, when sent by confirmed facsimile or telecopy, (c) one day
     after sending, when sent by commercial overnight courier with written
     verification of receipt, or (d) three business days after deposit with the
     United States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed (a) if to the Company,
     at 9948 Hibert Street, Suite 100, San Diego, CA 92131, facsimile: (858)
     271-9678, Attention: Nicholas J. Virca, or (b) if to the Holder, at such
     address or facsimile number as the Holder shall have furnished to the
     Company in writing, or at such other place of which the other party has
     been notified in accordance with the provisions of this Section 11(d).

          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.


                                        6



          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                        7



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

     Issued: [SEE ATTACHED SCHEDULE]

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Nicholas J. Virca
                                            ------------------------------------
                                        Name: Nicholas J. Virca
                                        Title: President and Chief Executive
                                               Officer

                                        [SEE ATTACHED SCHEDULE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------


                                        8



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Adventrx Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

     The undersigned hereby elects to purchase ____________ shares of Common
Stock, par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to
the terms of Section 1(b) of the Warrant to Purchase Common Stock dated
___________ 2003 (the "WARRANT"), and tenders herewith payment of the purchase
price of such shares in full.

     Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 7 of the Warrant are true and
correct as of the date hereof.

                                       -----------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------



                           SCHEDULE OF WARRANTHOLDERS

     ADVENTRX Pharmaceuticals, Inc. issued this form of Warrant to Purchase
Common Stock to each of the persons listed below on the dates set forth below
for the purchase of up to the number of shares of Common Stock listed opposite
such person's name below.



HOLDER                                    WARRANT NO.   ISSUE DATE   SHARES
- ---------------------------------------   -----------   ----------   ------
                                                            
Charles and Leslie Close                     WC-210     10/15/2003   15,000
Elaine Dines                                 WC-214     10/15/2003   15,000
Paul Mezei                                   WC-236     10/15/2003      600
Schenk Family Trust/Carl Schenk Trustee      WC-246     10/15/2003    7,500
Jay Silberman                                WC-251     10/15/2003   22,500
Andrew J. Maffey                             WC-256     10/15/2003    7,500
Richard Melnick                              WC-260     10/15/2003   16,000
Michael Kooper                               WC-227     10/15/2003   15,000

                                                                    EXHIBIT 4.31

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. WC-290               ORIGINAL ISSUE DATE 10/15/03- (TRANSFERRED FROM WC-288)

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, ROBERT J.
NEBORSKY MD INC COMBINATION RETIREMENT TRUST (the "HOLDERS") are entitled to
subscribe for and purchase from Adventrx Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY"), TWENTY-THOUSAND, EIGHTY-ONE (20,081) fully paid and
nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to One Dollar and Twenty Five Cents ($1.25)
(as adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"), subject to
the provisions and upon the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase right represented by this Warrant
     may be exercised by the Holder during the term of this Warrant (as set
     forth in Section 9 hereof) at any time after the Commencement Date, as
     defined below, by the surrender of this Warrant (with the notice of
     exercise form attached hereto as Exhibit A (the "NOTICE OF EXERCISE") duly
     executed) at the principal office of the Company. This Warrant may only be
     exercised in whole and not in part.

          (B) Cash Exercise. Upon exercise of this Warrant, the Holder shall pay
     the Company an amount equal to the product of (x) the Exercise Price
     multiplied by (y) the total number of Warrant Shares subject to this
     Warrant, by wire transfer or certified check payable to the order of the
     Company. The person or persons in whose name(s) any certificate(s)
     representing the Warrant Shares shall be issuable upon exercise of this
     Warrant shall be deemed to have become the holder(s) of record of, and
     shall be treated for all purposes as the record holder(s) of, the Warrant
     Shares represented thereby (and such Warrant Shares shall be deemed to have
     been issued) immediately prior to the close of business on the date upon
     which this Warrant is exercised.


                                        1



          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after exercise.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
Warrant Shares to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the holder
     of this Warrant shall have the right to exercise such new warrant, and
     procure upon such exercise and payment of the same aggregate Exercise
     Price, in lieu of the Warrant Shares theretofore issuable upon exercise of
     this Warrant, the kind and amount of shares of stock, other securities,
     money and property as would be payable for the Warrant Shares issuable upon
     exercise of this Warrant as if such Warrant Shares were outstanding on the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be proportionately decreased, and in the event that the Company shall at
     any time combine the outstanding shares of Common Stock, the number of
     Warrant Shares issuable upon exercise


                                        2



     of this Warrant immediately prior to such combination shall be
     proportionately decreased, and the Exercise Price shall be proportionately
     increased, effective at the close of business on the date of such
     subdivision, stock dividend or combination, as the case may be.

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws and, except as provided below, may not be
transferred except with the prior written consent of the Company, which shall
not be unreasonably withheld or delayed, and any purported transfer without such
prior written consent shall be null and void; provided, however, that the
Company may withhold its consent to transfer or assignment of this Warrant to
any person or entity who is deemed to be a competitor or prospective competitor
of the Company, such determination to be made in the reasonable judgment of the
Board.

5. CONDITION TO EXERCISE OF WARRANT. Each certificate evidencing the Warrant
Shares issued upon exercise of this Warrant shall be stamped or imprinted with a
legend substantially in the following form:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH,
          ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
          SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
          PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
          SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD
          PURSUANT TO RULE 144 OF SUCH ACT.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and
warrants to the Company as follows:

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this Warrant, the Holder shall, if so requested by the Company, confirm in
     writing, in a form reasonably satisfactory to the Company, that the Warrant
     Shares issuable upon exercise of this Warrant are being acquired for
     investment and not with a view toward distribution or resale. The Holder is
     an "accredited investor" within the meaning of the Securities Act.

          (B) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from the registration and prospectus
     delivery requirements of the Securities Act pursuant to Section 4(2)
     thereof and that the Company's reliance upon such exemption is predicated,
     in


                                        3



     part, upon the Holder's representations and warranties set forth in this
     Agreement. The Holder understands that this Warrant and the Warrant Shares
     must be held by the Holder indefinitely, and that the Holder must therefore
     bear the economic risk of such investment indefinitely, unless a subsequent
     disposition thereof is registered under the Securities Act or is exempted
     from such registration. The Holder further understands that this Warrant
     and the Warrant Shares have not been registered under the securities laws
     of any state.

          (C) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the United States Securities and Exchange
     Commission, nor any governmental agency charged with the administration of
     the securities laws of any state nor any other governmental agency has
     passed upon or reviewed the merits or qualifications of, or recommended or
     approved the issuance of this Warrant or the Warrant Shares.

          (D) The Holder understands that, except as provided in Section 10 of
     this Warrant, the Company is under no obligation to register this Warrant
     or the Warrant Shares.

          (E) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the state indicated in the signature
     page hereto and the Holder has no present intention of becoming a resident
     of any other state or jurisdiction.

          (F) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

          (G) The Holder does not currently have and will not undertake during
     the term of this Warrant any short position with respect to shares of
     Common Stock of the Company.

8. RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of Warrant
Shares or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise with respect to the Warrant Shares
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.


                                        4



9. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the date of issuance set
     forth below (the "COMMENCEMENT DATE") and shall no longer be exercisable as
     of the earlier of (i) 5:00 p.m., San Diego, California local time, on
     October 15, 2006; (ii) immediately prior to a Change of Control and (iii)
     5:00 p.m., San Diego, California local time, on the Call Termination Date
     (as defined below).

          (B) Notwithstanding anything herein to the contrary, at any time after
     the Commencement Date, if the closing price of one share of Common Stock
     quoted in the over-the-counter market summary, the Bulletin Board Exchange,
     the Nasdaq National Market or the closing price quoted on a national
     securities exchange, whichever is applicable, is greater than or equal to
     200% of the Exercise Price for a period of 20 consecutive trading days,
     then thereafter the Company shall have the right (the "COMPANY TERMINATION
     RIGHT"), exercisable at the Company's sole discretion, to terminate this
     Warrant with at least 10-days' prior written notice (the "TERMINATION
     NOTICE") which Termination Notice shall state the date this Warrant shall
     terminate (the "CALL TERMINATION DATE"); provided, however, that the
     Company may not exercise the Company Termination Right unless a
     registration statement registering the Warrant Stock has been declared
     effective and is effective from the date of delivery of the Termination
     Notice until the Call Termination Date, provided, further, that if this
     Warrant is terminated pursuant to this Section 9(b), then the Company shall
     use commercially reasonable efforts to maintain the effectiveness of a
     registration statement registering the Warrant Stock until the date that is
     15 days after the Call Termination Date or, if earlier, the date the Holder
     shall have sold all its Warrant Shares covered by such registration
     statement.

10. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of Section 10(b) below, use its best efforts to cause to be registered
     under the Securities Act all of the Warrant Shares that the Holder has
     requested to be registered.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 10 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 10(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary


                                        5



     form with the underwriter or underwriters selected for underwriting by the
     Company. Notwithstanding any other provision of this Section 10, if the
     underwriter determines that marketing factors require a limitation of the
     number of shares to be underwritten, the underwriter may exclude some or
     all of the Warrant Shares from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 10 that the Holder shall
     furnish to the Company such information regarding itself, the Warrant
     Shares, and the intended method of disposition of such Warrant Shares as
     shall be required to effect the registration of any Warrant Shares. In that
     connection, the Holder shall be required to represent to the Company that
     all such information which is given is both complete and accurate in all
     material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 10.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 10 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the state of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the state of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally,
     (b) upon receipt, when sent by confirmed facsimile or telecopy, (c) one day
     after sending, when sent by commercial overnight courier with written
     verification of receipt, or (d) three business days after deposit with the
     United States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed (a) if to the Company,
     at 9948 Hibert Street, Suite 100, San Diego, CA 92131, facsimile: (858)
     271-9678, Attention: Nicholas J. Virca, or (b) if to the Holder, at such
     address or facsimile number as the Holder shall have furnished to the
     Company in writing, or at such other place of which the other party has
     been notified in accordance with the provisions of this Section 11(d).


                                        6



          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.

          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                        7



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

     Issue Date: October 15, 2003

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Carrie Carlander
                                            ------------------------------------
                                            Carrie Carlander
                                            Chief Financial Officer
                                            April 15, 2005


                                        ROBERT J. NEBORSKY MD INC COMBINATION
                                        RETIREMENT TRUST


                                        By: /s/ Sandra Neborsky
                                            ------------------------------------


                                        By: /s/ Robert Neborsky
                                            ------------------------------------

                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------


                                        8



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Adventrx Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

RE: WC-290

     The undersigned hereby elects to purchase 20,081 shares of Common Stock,
par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to the
terms of Section 1(b) of the Warrant to Purchase Common Stock dated October 15,
2003 (the "WARRANT"), and tenders herewith payment of the purchase price of such
shares in full.

     Please issue a certificate or certificates representing said 20,081 shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 7 of the Warrant are true and
correct as of the date hereof.

                                        ROBERT J. NEBORSKY MD INC COMBINATION
                                        RETIREMENT TRUST


                                        By:
                                            ------------------------------------


                                        By:
                                            ------------------------------------
                                        Names:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------

                                                                    EXHIBIT 4.31

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. WC-290               ORIGINAL ISSUE DATE 10/15/03- (TRANSFERRED FROM WC-288)

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, ROBERT J.
NEBORSKY MD INC COMBINATION RETIREMENT TRUST (the "HOLDERS") are entitled to
subscribe for and purchase from Adventrx Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY"), TWENTY-THOUSAND, EIGHTY-ONE (20,081) fully paid and
nonassessable shares of Common Stock, par value $0.001 per share ("COMMON
STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the "WARRANT
SHARES") at a price per share equal to One Dollar and Twenty Five Cents ($1.25)
(as adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"), subject to
the provisions and upon the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase right represented by this Warrant
     may be exercised by the Holder during the term of this Warrant (as set
     forth in Section 9 hereof) at any time after the Commencement Date, as
     defined below, by the surrender of this Warrant (with the notice of
     exercise form attached hereto as Exhibit A (the "NOTICE OF EXERCISE") duly
     executed) at the principal office of the Company. This Warrant may only be
     exercised in whole and not in part.

          (B) Cash Exercise. Upon exercise of this Warrant, the Holder shall pay
     the Company an amount equal to the product of (x) the Exercise Price
     multiplied by (y) the total number of Warrant Shares subject to this
     Warrant, by wire transfer or certified check payable to the order of the
     Company. The person or persons in whose name(s) any certificate(s)
     representing the Warrant Shares shall be issuable upon exercise of this
     Warrant shall be deemed to have become the holder(s) of record of, and
     shall be treated for all purposes as the record holder(s) of, the Warrant
     Shares represented thereby (and such Warrant Shares shall be deemed to have
     been issued) immediately prior to the close of business on the date upon
     which this Warrant is exercised.


                                        1



          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after exercise.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
Warrant Shares to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the holder
     of this Warrant shall have the right to exercise such new warrant, and
     procure upon such exercise and payment of the same aggregate Exercise
     Price, in lieu of the Warrant Shares theretofore issuable upon exercise of
     this Warrant, the kind and amount of shares of stock, other securities,
     money and property as would be payable for the Warrant Shares issuable upon
     exercise of this Warrant as if such Warrant Shares were outstanding on the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such stock
     dividend shall be proportionately increased, and the Exercise Price shall
     be proportionately decreased, and in the event that the Company shall at
     any time combine the outstanding shares of Common Stock, the number of
     Warrant Shares issuable upon exercise


                                        2



     of this Warrant immediately prior to such combination shall be
     proportionately decreased, and the Exercise Price shall be proportionately
     increased, effective at the close of business on the date of such
     subdivision, stock dividend or combination, as the case may be.

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws and, except as provided below, may not be
transferred except with the prior written consent of the Company, which shall
not be unreasonably withheld or delayed, and any purported transfer without such
prior written consent shall be null and void; provided, however, that the
Company may withhold its consent to transfer or assignment of this Warrant to
any person or entity who is deemed to be a competitor or prospective competitor
of the Company, such determination to be made in the reasonable judgment of the
Board.

5. CONDITION TO EXERCISE OF WARRANT. Each certificate evidencing the Warrant
Shares issued upon exercise of this Warrant shall be stamped or imprinted with a
legend substantially in the following form:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH,
          ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
          SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
          PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
          SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD
          PURSUANT TO RULE 144 OF SUCH ACT.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and
warrants to the Company as follows:

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this Warrant, the Holder shall, if so requested by the Company, confirm in
     writing, in a form reasonably satisfactory to the Company, that the Warrant
     Shares issuable upon exercise of this Warrant are being acquired for
     investment and not with a view toward distribution or resale. The Holder is
     an "accredited investor" within the meaning of the Securities Act.

          (B) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from the registration and prospectus
     delivery requirements of the Securities Act pursuant to Section 4(2)
     thereof and that the Company's reliance upon such exemption is predicated,
     in


                                        3



     part, upon the Holder's representations and warranties set forth in this
     Agreement. The Holder understands that this Warrant and the Warrant Shares
     must be held by the Holder indefinitely, and that the Holder must therefore
     bear the economic risk of such investment indefinitely, unless a subsequent
     disposition thereof is registered under the Securities Act or is exempted
     from such registration. The Holder further understands that this Warrant
     and the Warrant Shares have not been registered under the securities laws
     of any state.

          (C) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the United States Securities and Exchange
     Commission, nor any governmental agency charged with the administration of
     the securities laws of any state nor any other governmental agency has
     passed upon or reviewed the merits or qualifications of, or recommended or
     approved the issuance of this Warrant or the Warrant Shares.

          (D) The Holder understands that, except as provided in Section 10 of
     this Warrant, the Company is under no obligation to register this Warrant
     or the Warrant Shares.

          (E) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the state indicated in the signature
     page hereto and the Holder has no present intention of becoming a resident
     of any other state or jurisdiction.

          (F) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

          (G) The Holder does not currently have and will not undertake during
     the term of this Warrant any short position with respect to shares of
     Common Stock of the Company.

8. RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of Warrant
Shares or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise with respect to the Warrant Shares
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.


                                        4



9. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the date of issuance set
     forth below (the "COMMENCEMENT DATE") and shall no longer be exercisable as
     of the earlier of (i) 5:00 p.m., San Diego, California local time, on
     October 15, 2006; (ii) immediately prior to a Change of Control and (iii)
     5:00 p.m., San Diego, California local time, on the Call Termination Date
     (as defined below).

          (B) Notwithstanding anything herein to the contrary, at any time after
     the Commencement Date, if the closing price of one share of Common Stock
     quoted in the over-the-counter market summary, the Bulletin Board Exchange,
     the Nasdaq National Market or the closing price quoted on a national
     securities exchange, whichever is applicable, is greater than or equal to
     200% of the Exercise Price for a period of 20 consecutive trading days,
     then thereafter the Company shall have the right (the "COMPANY TERMINATION
     RIGHT"), exercisable at the Company's sole discretion, to terminate this
     Warrant with at least 10-days' prior written notice (the "TERMINATION
     NOTICE") which Termination Notice shall state the date this Warrant shall
     terminate (the "CALL TERMINATION DATE"); provided, however, that the
     Company may not exercise the Company Termination Right unless a
     registration statement registering the Warrant Stock has been declared
     effective and is effective from the date of delivery of the Termination
     Notice until the Call Termination Date, provided, further, that if this
     Warrant is terminated pursuant to this Section 9(b), then the Company shall
     use commercially reasonable efforts to maintain the effectiveness of a
     registration statement registering the Warrant Stock until the date that is
     15 days after the Call Termination Date or, if earlier, the date the Holder
     shall have sold all its Warrant Shares covered by such registration
     statement.

10. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of Section 10(b) below, use its best efforts to cause to be registered
     under the Securities Act all of the Warrant Shares that the Holder has
     requested to be registered.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 10 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 10(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary


                                        5



     form with the underwriter or underwriters selected for underwriting by the
     Company. Notwithstanding any other provision of this Section 10, if the
     underwriter determines that marketing factors require a limitation of the
     number of shares to be underwritten, the underwriter may exclude some or
     all of the Warrant Shares from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 10 that the Holder shall
     furnish to the Company such information regarding itself, the Warrant
     Shares, and the intended method of disposition of such Warrant Shares as
     shall be required to effect the registration of any Warrant Shares. In that
     connection, the Holder shall be required to represent to the Company that
     all such information which is given is both complete and accurate in all
     material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 10.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 10 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the state of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the state of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally,
     (b) upon receipt, when sent by confirmed facsimile or telecopy, (c) one day
     after sending, when sent by commercial overnight courier with written
     verification of receipt, or (d) three business days after deposit with the
     United States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed (a) if to the Company,
     at 9948 Hibert Street, Suite 100, San Diego, CA 92131, facsimile: (858)
     271-9678, Attention: Nicholas J. Virca, or (b) if to the Holder, at such
     address or facsimile number as the Holder shall have furnished to the
     Company in writing, or at such other place of which the other party has
     been notified in accordance with the provisions of this Section 11(d).


                                        6



          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.

          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                        7



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

     Issue Date: October 15, 2003

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Carrie Carlander
                                            ------------------------------------
                                            Carrie Carlander
                                            Chief Financial Officer
                                            April 15, 2005


                                        ROBERT J. NEBORSKY MD INC COMBINATION
                                        RETIREMENT TRUST


                                        By: /s/ Sandra Neborsky
                                            ------------------------------------


                                        By: /s/ Robert Neborsky
                                            ------------------------------------

                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------


                                        8



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Adventrx Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

RE: WC-290

     The undersigned hereby elects to purchase 20,081 shares of Common Stock,
par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to the
terms of Section 1(b) of the Warrant to Purchase Common Stock dated October 15,
2003 (the "WARRANT"), and tenders herewith payment of the purchase price of such
shares in full.

     Please issue a certificate or certificates representing said 20,081 shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 7 of the Warrant are true and
correct as of the date hereof.

                                        ROBERT J. NEBORSKY MD INC COMBINATION
                                        RETIREMENT TRUST


                                        By:
                                            ------------------------------------


                                        By:
                                            ------------------------------------
                                        Names:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------

                                                                    EXHIBIT 4.33

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 ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. WC-292                INITIAL ISSUE DATE: 12/04/03

REISSUED 06/15/05 AS RESULT OF TRANSFER FROM WC-275

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     THIS CERTIFIES THAT, for good and valuable consideration, S. NEBORSKY AND R
NEBORSKY TTEE ROBERT J. NEBORSKY MD INC COMB RETIREMENT TRUST (the "HOLDER") is
entitled to subscribe for and purchase from Adventrx Pharmaceuticals, Inc., a
Delaware corporation (the "COMPANY"), SIXTY-SEVEN THOUSAND, FIVE HUNDRED
(67,500) fully paid and nonassessable shares of Common Stock, par value $0.001
per share ("COMMON STOCK"), of the Company (as adjusted pursuant to Section 3
hereof) (the "WARRANT SHARES") at a price per share equal to Fifty Cents ($.50)
(as adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"), subject to
the provisions and upon the terms and conditions hereinafter set forth.

1. METHOD OF EXERCISE; PAYMENT.

          (A) Exercise Period. The purchase right represented by this Warrant
     may be exercised by the Holder during the term of this Warrant (as set
     forth in Section 9 hereof) at any time after the Commencement Date, as
     defined below, by the surrender of this Warrant (with the notice of
     exercise form attached hereto as Exhibit A (the "NOTICE OF EXERCISE") duly
     executed) at the principal office of the Company. This Warrant may only be
     exercised in whole and not in part.

          (B) Cash Exercise. Upon exercise of this Warrant, the Holder shall pay
     the Company an amount equal to the product of (x) the Exercise Price
     multiplied by (y) the total number of Warrant Shares subject to this
     Warrant, by wire transfer or certified check payable to the order of the
     Company. The person or persons in whose name(s) any certificate(s)
     representing the Warrant Shares shall be issuable upon exercise of this
     Warrant shall be deemed to have become the holder(s) of record of, and
     shall be treated for all purposes as the record holder(s) of, the Warrant
     Shares represented thereby (and such Warrant Shares shall



     be deemed to have been issued) immediately prior to the close of business
     on the date upon which this Warrant is exercised.

          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after exercise.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have authorized and reserved for issuance a sufficient number of
Warrant Shares to provide for the exercise of the rights represented by this
Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the holder
     of this Warrant shall have the right to exercise such new warrant, and
     procure upon such exercise and payment of the same aggregate Exercise
     Price, in lieu of the Warrant Shares theretofore issuable upon exercise of
     this Warrant, the kind and amount of shares of stock, other securities,
     money and property as would be payable for the Warrant Shares issuable upon
     exercise of this Warrant as if such Warrant Shares were outstanding on the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend on its outstanding shares of Common Stock,
     the number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such subdivision or to the issuance of such



     stock dividend shall be proportionately increased, and the Exercise Price
     shall be proportionately decreased, and in the event that the Company shall
     at any time combine the outstanding shares of Common Stock, the number of
     Warrant Shares issuable upon exercise of this Warrant immediately prior to
     such combination shall be proportionately decreased, and the Exercise Price
     shall be proportionately increased, effective at the close of business on
     the date of such subdivision, stock dividend or combination, as the case
     may be.

4. TRANSFER OF WARRANT. This Warrant may only be transferred in compliance with
federal and state securities laws and, except as provided below, may not be
transferred except with the prior written consent of the Company, which shall
not be unreasonably withheld or delayed, and any purported transfer without such
prior written consent shall be null and void; provided, however, that the
Company may withhold its consent to transfer or assignment of this Warrant to
any person or entity who is deemed to be a competitor or prospective competitor
of the Company, such determination to be made in the reasonable judgment of the
Board.

5. CONDITION TO EXERCISE OF WARRANT. Each certificate evidencing the Warrant
Shares issued upon exercise of this Warrant shall be stamped or imprinted with a
legend substantially in the following form:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH,
          ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
          SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
          PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
          SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD
          PURSUANT TO RULE 144 OF SUCH ACT.

6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company
shall make a cash payment therefor upon the basis of the Exercise Price then in
effect.

7. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and
warrants to the Company as follows:

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this Warrant, the Holder shall, if so requested by the Company, confirm in
     writing, in a form reasonably satisfactory to the Company, that the Warrant
     Shares issuable upon exercise of this Warrant are being acquired for
     investment and not with a view toward distribution or resale. The Holder is
     an "accredited investor" within the meaning of the Securities Act.



          (B) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from the registration and prospectus
     delivery requirements of the Securities Act pursuant to Section 4(2)
     thereof and that the Company's reliance upon such exemption is predicated,
     in part, upon the Holder's representations and warranties set forth in this
     Agreement. The Holder understands that this Warrant and the Warrant Shares
     must be held by the Holder indefinitely, and that the Holder must therefore
     bear the economic risk of such investment indefinitely, unless a subsequent
     disposition thereof is registered under the Securities Act or is exempted
     from such registration. The Holder further understands that this Warrant
     and the Warrant Shares have not been registered under the securities laws
     of any state.

          (C) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the United States Securities and Exchange
     Commission, nor any governmental agency charged with the administration of
     the securities laws of any state nor any other governmental agency has
     passed upon or reviewed the merits or qualifications of, or recommended or
     approved the issuance of this Warrant or the Warrant Shares.

          (D) The Holder understands that, except as provided in Section 10 of
     this Warrant, the Company is under no obligation to register this Warrant
     or the Warrant Shares.

          (E) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the state indicated in the signature
     page hereto and the Holder has no present intention of becoming a resident
     of any other state or jurisdiction.

          (F) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

          (G) The Holder does not currently have and will not undertake during
     the term of this Warrant any short position with respect to shares of
     Common Stock of the Company.

8. RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a
Warrant holder, to vote or receive dividends or be deemed the holder of Warrant
Shares or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise with respect to the Warrant Shares
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.



9. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the date of issuance set
     forth below (the "COMMENCEMENT DATE") and shall no longer be exercisable as
     of the earlier of (i) 5:00 p.m., San Diego, California local time, on
     December 4, 2006 (ii) immediately prior to a Change of Control and (iii)
     5:00 p.m., San Diego, California local time, on the Call Termination Date
     (as defined below).

          (B) Notwithstanding anything herein to the contrary, at any time after
     the Commencement Date, if the closing price of one share of Common Stock
     quoted in the over-the-counter market summary, the Bulletin Board Exchange,
     the Nasdaq National Market or the closing price quoted on a national
     securities exchange, whichever is applicable, is greater than or equal to
     200% of the Exercise Price for a period of 20 consecutive trading days,
     then thereafter the Company shall have the right (the "COMPANY TERMINATION
     RIGHT"), exercisable at the Company's sole discretion, to terminate this
     Warrant with at least 10-days' prior written notice (the "TERMINATION
     NOTICE") which Termination Notice shall state the date this Warrant shall
     terminate (the "CALL TERMINATION DATE"); provided, however, that the
     Company may not exercise the Company Termination Right unless a
     registration statement registering the Warrant Stock has been declared
     effective and is effective from the date of delivery of the Termination
     Notice until the Call Termination Date, provided, further, that if this
     Warrant is terminated pursuant to this Section 9(b), then the Company shall
     use commercially reasonable efforts to maintain the effectiveness of a
     registration statement registering the Warrant Stock until the date that is
     15 days after the Call Termination Date or, if earlier, the date the Holder
     shall have sold all its Warrant Shares covered by such registration
     statement.

10. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of Section 10(b) below, use its best efforts to cause to be registered
     under the Securities Act all of the Warrant Shares that the Holder has
     requested to be registered.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 10 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 10(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary



     form with the underwriter or underwriters selected for underwriting by the
     Company. Notwithstanding any other provision of this Section 10, if the
     underwriter determines that marketing factors require a limitation of the
     number of shares to be underwritten, the underwriter may exclude some or
     all of the Warrant Shares from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 10 that the Holder shall
     furnish to the Company such information regarding itself, the Warrant
     Shares, and the intended method of disposition of such Warrant Shares as
     shall be required to effect the registration of any Warrant Shares. In that
     connection, the Holder shall be required to represent to the Company that
     all such information which is given is both complete and accurate in all
     material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 10.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 10 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the state of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the state of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (a) upon receipt, when delivered personally,
     (b) upon receipt, when sent by confirmed facsimile or telecopy, (c) one day
     after sending, when sent by commercial overnight courier with written
     verification of receipt, or (d) three business days after deposit with the
     United States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed (a) if to the Company,
     at 9948 Hibert Street, Suite 100, San Diego, CA 92131, facsimile: (858)
     271-9678, Attention: Nicholas J. Virca, or (b) if to the Holder, at such
     address or facsimile number as the Holder shall have furnished to the
     Company in writing, or at such other place of which the other party has
     been notified in accordance with the provisions of this Section 11(d).



          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.

          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Carrie Carlander
                                            ------------------------------------
                                        Name: Carrie Carlander
                                        Title: Chief Financial Officer   6/15/05


                                        S. NEBORSKY AND R. NEBORSKY TTEE
                                        ROBERT J. NEBORSKY MD INC COMB
                                        RETIREMENT TRUST


                                        By: /s/ Sandra Neborsky
                                            ------------------------------------


                                        By: /s/ Robert Neborsky
                                            ------------------------------------

                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Adventrx Pharmaceuticals, Inc.
    9948 Hibert Street, Suite 100
    San Diego, CA 92131

RE: WC-292

     The undersigned hereby elects to purchase 67,500 shares of Common Stock,
par value $0.001 per share, of the Company ("COMMON STOCK") pursuant to the
terms of Section 1(b) of the Warrant to Purchase Common Stock dated December 4,
2003 (the "WARRANT"), and tenders herewith payment of the purchase price of such
shares in full.

     Please issue a certificate or certificates representing said 67,500 shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 7 of the Warrant are true and
correct as of the date hereof.

                                        S. NEBORSKY AND ROBERT J. NEBORSKY TTEE
                                        ROBERT J. NEBORSKY MD INC COMB
                                        RETIREMENT TRUST


                                        By:
                                            ------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------

                                                                    EXHIBIT 4.34

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.

NO. WC-287                                              ISSUED: OCTOBER 22, 2004

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

     This certifies that, for good and valuable consideration, THOMAS J.
DEPETRILLO (the "HOLDER") is entitled to purchase from ADVENTRX Pharmaceuticals,
Inc., a Delaware corporation (the "COMPANY"), THREE HUNDRED THOUSAND (300,000)
fully paid and nonassessable shares of Common Stock, par value $0.001 per share
("COMMON STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the
"WARRANT SHARES") at a price per share equal to TWO DOLLARS AND FIFTY CENTS
($2.50) (as adjusted pursuant to Section 3 hereof) (the "EXERCISE PRICE"),
subject to the provisions and upon the terms and conditions hereinafter set
forth.

1. EXERCISE; PAYMENT.

          (A) Exercise Period. This Warrant may be exercised in whole or part by
     the Holder during the term (as set forth in Section 10) and in compliance
     with the provisions of this Warrant at any time after the date of issuance
     set forth above (the "WARRANT DATE"), by the surrender of this Warrant
     (with the notice of exercise form attached hereto as Exhibit A (the "NOTICE
     OF EXERCISE") duly executed) at the principal office of the Company. If
     this Warrant shall have been exercised in part, the Company shall, at the
     time of delivery of the certificate or certificates representing Warrant
     Shares, deliver to the Holder a new Warrant evidencing the rights of the
     Holder to purchase the unpurchased shares of Common Stock called for by
     this Warrant, which new Warrant shall in all other respects be identical
     with this Warrant, or at the request of the Holder, appropriate notation
     may be made on this Warrant and the same returned to the Holder.

          (B) Means of Exercise. Upon exercise of this Warrant, the Holder shall
     pay the Company an amount equal to the product of (x) the Exercise Price
     multiplied by (y) the total number of Warrant Shares purchased pursuant to
     this Warrant, by wire transfer or cashier's



     check payable to the order of the Company. The Holder shall be deemed to
     have become the holder of record of, and shall be treated for all purposes
     as the record holder of, the Warrant Shares represented thereby (and such
     Warrant Shares shall be deemed to have been issued) immediately prior to
     the close of business on the date upon which this Warrant is exercised.

          (C) Stock Certificates. In the event of the exercise of this Warrant,
     certificates for the Warrant Shares so purchased shall be delivered to the
     Holder within a reasonable time after exercise.

2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise this Warrant will, upon issuance and receipt of the Exercise
Price therefor, be fully paid and nonassessable, and free from all preemptive
rights, rights of first refusal or first offer, taxes, liens and charges with
respect to the issuance thereof. During the period within which the rights
represented by this Warrant may be exercised, the Company shall at all times
have authorized and reserved for issuance a sufficient number of shares of its
Common Stock to provide for the exercise of this Warrant.

3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price payable therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

          (A) Reclassification, Consolidation or Reorganization. In case of any
     reclassification of the Common Stock (other than a change in par value, or
     as a result of a subdivision or combination), or in case of any
     consolidation or merger of the Company with or into another corporation
     (other than a Change of Control, as defined below) (any of which is a
     "REORGANIZATION TRANSACTION"), the Company, or such successor corporation
     as the case may be, shall execute a new warrant, providing that the Holder
     shall have the right to exercise such new warrant, and procure upon such
     exercise and payment of the same aggregate Exercise Price, in lieu of the
     Warrant Shares theretofore issuable upon exercise of this Warrant, the kind
     and amount of shares of stock, other securities, money and property as
     would be payable for the Warrant Shares issuable upon exercise of this
     Warrant as if such Warrant Shares were outstanding immediately prior to the
     consummation of the Reorganization Transaction. For purposes of this
     Warrant, the term "CHANGE OF CONTROL" shall mean (i) any acquisition of the
     Company by means of merger, acquisition, or other form of corporate
     reorganization in which outstanding shares of the Company are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring corporation or its subsidiary or parent (other than a
     reincorporation transaction or change of domicile) and pursuant to which
     the holders of the outstanding voting securities of the Company immediately
     prior to such consolidation, merger or other transaction fail to hold
     equity securities representing a majority of the voting power of the
     Company or surviving entity immediately following such consolidation,
     merger or other transaction (excluding voting securities of the acquiring
     corporation held by such holders prior to such transaction) or (ii) a sale
     of all or substantially all of the assets of the Company.

          (B) Stock Splits, Dividends and Combinations. In the event that the
     Company shall at any time subdivide the outstanding shares of Common Stock,
     or shall issue a stock dividend


                                       2



     on its outstanding shares of Common Stock, the number of Warrant Shares
     issuable upon exercise of this Warrant immediately prior to such
     subdivision or to the issuance of such stock dividend shall be
     proportionately increased, and the Exercise Price shall be proportionately
     decreased, and in the event that the Company shall at any time combine the
     outstanding shares of Common Stock, the number of Warrant Shares issuable
     upon exercise of this Warrant immediately prior to such combination shall
     be proportionately decreased, and the Exercise Price shall be
     proportionately increased, effective at the close of business on the date
     of such subdivision, stock dividend or combination, as the case may be.

          (C) Notice of Corporate Action. If at any time:

               (I) the Company shall take a record of the holders of its Common
               Stock for the purpose of entitling them to receive a dividend
               (other than a cash dividend payable out of earnings or earned
               surplus legally available for the payment of dividends under the
               laws of the jurisdiction of incorporation of the Company) or
               other distribution, or any right to subscribe for or purchase any
               evidences of its indebtedness, any shares of stock of any class
               or any other securities or property, or to receive any other
               right, or

               (II) there shall be any capital reorganization of the Company,
               any reclassification or recapitalization of the capital stock of
               the Company or any consolidation or merger of the Company with,
               or any sale, transfer or other disposition of all or
               substantially all the property, assets or business of the Company
               to, another corporation, or

               (III) there shall be a voluntary or involuntary dissolution,
               liquidation or winding up of the Company;

     then, in any one or more of such cases, the Company shall give to the
     Holder (i) at least five-days' prior written notice of the date on which a
     record date shall be selected for such dividend, distribution or right or
     for determining rights to vote in respect of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up, and (ii) in the case of any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up, at least five-days'
     prior written notice of the date when the same shall take place. Such
     notice in accordance with the foregoing clause also shall specify (i) the
     date on which any such record is to be taken for the purpose of such
     dividend, distribution or right, the date on which the holders of Common
     Stock shall be entitled to any such dividend, distribution or right, and
     the amount and character thereof, and (ii) the date on which any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up is to take place and
     the time, if any such time is to be fixed, as of which the holders of
     Common Stock shall be entitled to exchange their shares of Common Stock for
     securities or other property deliverable upon such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up. Each such written notice shall be
     sufficiently given if addressed to the Holder at the last address of the
     Holder appearing on the books of the Company and delivered in accordance
     with Section 11(d).


                                       3



4. TRANSFER OF WARRANT AND RESALE OF WARRANT SHARES.

          (A) This Warrant may only be transferred in compliance with federal
     and state securities laws; provided, however, that the Company may withhold
     its consent to transfer or assignment of this Warrant to any person or
     entity who is deemed to be a competitor or prospective competitor of the
     Company, such determination to be made in the reasonable judgment of the
     Board of Directors of the Company.

          (B) At the time of the surrender of this Warrant in connection with
     any transfer of this Warrant or the resale of the Warrant Shares, the
     Company may require, as a condition of allowing such transfer (i) that the
     Holder or transferee of this Warrant or the Warrant Shares as the case may
     be, furnish to the Company a written opinion of counsel that is reasonably
     acceptable to the Company to the effect that such transfer may be made
     without registration under the Securities Act of 1933, as amended (the
     "SECURITIES ACT") or qualification under any state securities laws, (ii)
     that the Holder or transferee execute and deliver to the Company an
     investment representation letter in form and substance acceptable to the
     Company containing among other provisions representations and warranties
     similar to those set forth in Section 5 and (iii) that the transferee be an
     "accredited investor" as defined in Rule 501(a) promulgated under the
     Securities Act. Transfer of this Warrant and all rights hereunder, in whole
     or in part, in accordance with the foregoing provisions, shall be
     registered on the books of the Company to be maintained for such purpose,
     upon surrender of this Warrant at the principal office of the Company or
     the office or agency designated by the Company, together with a written
     assignment of this Warrant substantially in the form of Exhibit B hereto
     duly executed by the Holder or its attorney-in-fact and funds sufficient to
     pay any transfer taxes payable upon the making of such transfer. Upon such
     surrender and, if required, such payment, the Company shall execute and
     deliver a new Warrant or Warrants in the name of the assignee or assignees
     and in the denomination specified in such instrument of assignment, and
     shall issue to the Holder a new warrant evidencing the portion of this
     Warrant not so assigned, and this Warrant shall be deemed cancelled. This
     Section 4 shall survive the exercise or expiration of the Warrant.

5. REPRESENTATIONS AND WARRANTIES OF HOLDER.

          (A) This Warrant is being acquired for the Holder's own account, for
     investment and not with a view to, or for resale in connection with, any
     distribution or public offering thereof within the meaning of the
     Securities Act. Upon exercise of this Warrant, the Holder shall, if so
     requested by the Company, confirm in writing, in a form reasonably
     satisfactory to the Company, that the Warrant Shares issuable upon exercise
     of this Warrant are being acquired for investment and not with a view
     toward distribution or resale.

          (B) The Holder, as indicated by his initials in the appropriate box
     below, is an "accredited investor" within the meaning of the Securities
     Act, because:

     [_____]   (I) The Holder's individual net worth, or joint net worth with
               the Holder's spouse, if applicable, exceeds $1,000,000 as of the
               Warrant Date; or


                                       4



     [_____]   (II) The Holder had an individual income in excess of $200,000 in
               each of 2002 and 2003 or joint income with the Holder's spouse,
               if applicable, in excess of $300,000 in each of 2002 and 2003 and
               the Holder has a reasonable expectation of reaching the same
               respective income level in 2004.

          (C) The Holder understands that this Warrant and the Warrant Shares
     have not been registered under the Securities Act by reason of their
     issuance in a transaction exempt from the registration and prospectus
     delivery requirements of the Securities Act pursuant to Section 4(2)
     thereof and that the Company's reliance upon such exemption is predicated,
     in part, upon the Holder's representations and warranties set forth in this
     Warrant. The Holder understands that this Warrant and the Warrant Shares
     must be held by the Holder indefinitely, and that the Holder must therefore
     bear the economic risk of such investment indefinitely, unless a subsequent
     disposition thereof is registered under the Securities Act or is exempted
     from such registration. The Holder further understands that this Warrant
     and the Warrant Shares have not been registered or qualified under the
     securities laws of any jurisdiction.

          (D) The Holder acknowledges that it is acquiring this Warrant without
     being offered or furnished any offering literature or prospectus. The
     Holder understands that neither the Securities and Exchange Commission (the
     "COMMISSION"), nor any governmental agency charged with the administration
     of the securities laws of any jurisdiction nor any other governmental
     agency has passed upon or reviewed the merits or qualifications of, or
     recommended or approved the issuance of this Warrant or the Warrant Shares.

          (E) The Holder understands that the Company is under no obligation to
     register this Warrant or the Warrant Shares.

          (F) The Holder is a bona fide resident and domiciliary (not a
     temporary or transient resident) of the jurisdiction indicated in the
     signature page hereto and the Holder has no present intention of becoming a
     resident of any other jurisdiction.

          (G) The Holder has such knowledge and experience in financial and
     business matters that it is capable of evaluating the merits and risks of
     the purchase of this Warrant and the Warrant Shares purchasable pursuant to
     the terms of this Warrant and of protecting its interests in connection
     therewith. The Holder is able to bear the economic risk of the purchase of
     the Warrant Shares pursuant to the terms of this Warrant.

          (H) The Holder does not currently have and will not undertake during
     the term of this Warrant any short position with respect to shares of
     Common Stock.

6. CONDITIONS TO EXERCISE OF WARRANT.

          (A) Each certificate evidencing the Warrant Shares issued upon
     exercise of this Warrant shall be stamped or imprinted with a legend
     substantially in the following form:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED,


                                       5



          PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
          IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
          ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
          HYPOTHECATION IS IN COMPLIANCE THEREWITH.

          (B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed
     on a certificate pursuant to this Section 6 shall be removed, and the
     Company shall issue a certificate without such legend to the holder of such
     Warrant Shares if (i) such Warrant Shares are resold pursuant to a
     registration statement under the Securities Act and a prospectus meeting
     the requirements of Section 11 of the Securities Act is delivered or deemed
     delivered to the purchaser of such Warrant Shares, (ii) if such holder
     satisfies the requirements of Rule 144(k) under the Securities Act or (iii)
     if such holder provides the Company with an opinion of counsel for such
     holder of the Warrant Shares, reasonably satisfactory to the Company, to
     the effect that a sale, transfer or assignment of such Warrant Shares may
     be made without registration and that upon such sale, transfer or
     assignment such Warrant Shares will not be deemed "restricted securities,"
     as such term is defined in Rule 144 under the Securities Act.

7. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise of this Warrant, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Exercise Price
then in effect.

8. RIGHTS OF STOCKHOLDERS. The Holder shall not be entitled to vote or receive
dividends or be deemed the holder of Warrant Shares or any other securities of
the Company which may at any time be issuable on the exercise of this Warrant
for any purpose, nor shall anything contained herein be construed to confer upon
the Holder any of the rights of a stockholder of the Company or any right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value, consolidation, merger, conveyance, or otherwise) or
to receive dividends or subscription rights or otherwise with respect to the
Warrant Shares until this Warrant shall have been exercised and the Warrant
Shares purchasable upon the exercise of this Warrant shall have become
deliverable, as provided in this Warrant.

9. REGISTRATION RIGHTS.

          (A) Piggy-back Rights. If (but without any obligation to do so) the
     Company proposes to register any shares of Common Stock solely for cash
     pursuant to a registration statement under the Securities Act, other than a
     registration solely in connection with a transaction under Rule 145
     promulgated under the Securities Act (a "PUBLIC OFFERING"), the Company
     shall promptly give the Holder written notice of such Public Offering, at
     least 10 business days prior to the filing of the registration statement
     under the Securities Act regarding such Public Offering. Upon the written
     request of the Holder given within 5 business days after delivery of such
     written notice by the Company, the Company shall, subject to the provisions
     of this Section 9, use commercially reasonable efforts to cause to be
     registered under the Securities Act all of the Warrant Shares that the
     Holder has requested to


                                       6



     be registered on such registration statement, provided, that the Company
     shall have no obligation to register such shares if applicable rules,
     regulations or other requirements of the Securities and Exchange Commission
     prohibit the Company from including such Warrant Shares on such
     registration statement on the form thereof used by the Company or require
     that the registration statement be for (or meet all of the requirements of)
     a primary offering if such registration statement pertains to a secondary
     offering.

          (B) Underwriting. If the registration statement under which the
     Company gives notice under this Section 9 is for an underwritten Public
     Offering, the Company shall so advise the Holder. The right of the Holder
     to registration pursuant to Section 9(a) above shall be conditioned upon
     the Holder's participation in such underwriting and the inclusion of the
     Warrant Shares in the underwriting to the extent provided herein. The
     Holder shall (together with the Company and any other holders of Company
     securities distributing their securities through such underwriting) enter
     into an underwriting agreement in customary form with the underwriter or
     underwriters selected for underwriting by the Company. Notwithstanding any
     other provision of this Section 9, if the underwriter determines that
     marketing factors require a limitation of the number of shares to be
     underwritten, the underwriter may exclude some or all of the Warrant Shares
     from such registration and underwriting.

          (C) Furnish Information. It shall be a condition to the Company's
     obligations to take any action under this Section 9 that the Holder shall
     promptly furnish to the Company such information regarding itself, the
     Warrant Shares, and the intended method of disposition of such Warrant
     Shares as shall be required to effect the registration of any Warrant
     Shares. In that connection, the Holder shall be required to represent to
     the Company that all such information which is given is both complete and
     accurate in all material respects when made.

          (D) Delay of Registration. The Holder shall have no right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 9.

          (E) Termination of Registration Rights. The Company shall have no
     obligation to register Warrant Shares pursuant to this Section 9 with
     respect to any request or requests made by any Holder on or after that date
     which is one year after the date such Warrant Shares were deemed to be
     acquired for purposes of determining the holding period of such Warrant
     Shares under Rule 144 of the Act.

10. TERM OF WARRANT.

          (A) This Warrant shall become exercisable on the Warrant Date and
     shall no longer be exercisable as of the earlier of (i) 5:00 p.m., San
     Diego, California local time, on the date that is the three-year
     anniversary of the Warrant Date; and (ii) immediately prior to the
     consummation of a Change of Control.

          (B) Notwithstanding Section 10(a), the Company may, by at least
     10-days' prior written notice to the Holder (the "TERMINATION NOTICE"),
     terminate this Warrant, at any time,


                                       7



     provided that the average Market Price over a 10-consecutive-trading-day
     period is equal to or greater than the product of (x) 2 multiplied by (y)
     the Exercise Price, provided, however, that the Company may not deliver a
     Termination Notice unless a registration statement registering the Warrant
     Shares has been declared effective and is effective from the date of
     delivery of the Termination Notice until the date this Warrant shall
     terminate as set forth in the Termination Notice. Nothing in this Section
     10 shall prevent the exercise of the Warrants at any time prior to the
     termination of this Warrant. For purposes of this Section 10(b) the term
     "MARKET PRICE" means (i) the closing price of a share of Common Stock on
     the principal stock exchange or market (including the Nasdaq National
     Market, AMEX, OTCCBB and NYSE) on which shares of Common Stock are then
     listed or admitted to trading, or quoted, as applicable (the "LISTING
     MARKET"), or (ii) if no sale takes place on such day on the Listing Market,
     the last reported closing price on the Listing Market.

          (C) Notwithstanding Section 10(a), if the Holder shall breach the
     terms of (i) this Warrant, (ii) the Settlement Agreement, dated October 22,
     2004, between the Company and the Holder or (iii) the Release, dated
     October 22, 2004, by the Holder in favor of the Company, then the Company
     may terminate this Warrant immediately upon written notice to the Holder.

11. MISCELLANEOUS.

          (A) This Warrant is being delivered in the State of California and
     shall be construed and enforced in accordance with and governed by the laws
     of the State of California, without giving effect to principles of
     conflicts of laws.

          (B) The headings in this Warrant are for purposes of reference only,
     and shall not limit or otherwise affect any of the terms hereof.

          (C) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the Holder
     and of the Warrant Shares issued or issuable upon the exercise hereof.

          (D) Any notice provided for or permitted under this Warrant shall be
     treated as having been given (i) upon receipt, when delivered personally,
     (ii) one day after sending, when sent by commercial overnight courier with
     written verification of receipt, (iii) upon confirmed transmission when
     sent via facsimile on a business day prior to 5:00 pm (Pacific time) or, if
     sent after 5:00 pm (Pacific time), the next business day after confirmed
     transmission or (iv) three business days after deposit with the United
     States Postal Service, when mailed postage prepaid by certified or
     registered mail, return receipt requested, addressed, if to the Company, at
     6725 Mesa Ridge Road, Suite 100, San Diego, CA 92121, (f) (858) 552-0876,
     Attention: President, or, if to the Holder, at such address or facsimile
     number as the Holder shall have furnished to the Company in writing, or at
     such other place of which the other party has been notified in accordance
     with the provisions of this Section 11(d).

          (E) This Warrant constitutes the full and entire understanding and
     agreement between the parties with regard to the subjects hereof.


                                       8



          (F) Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft or destruction, upon delivery of an indemnity
     agreement reasonably satisfactory in form and amount to the Company or, in
     the case of any such mutilation, upon surrender and cancellation of such
     Warrant, the Company at the Holder's expense will execute and deliver to
     the holder of record, in lieu thereof, a new Warrant of like date and
     tenor.

          (G) This Warrant and any provision hereof may be amended, waived or
     terminated only by an instrument in writing signed by the Company and the
     Holder.

          (H) Receipt of this Warrant by the Holder shall constitute acceptance
     of and agreement to the foregoing terms and conditions.

                            [Signature page follows.]


                                       9



     IN WITNESS WHEREOF, the parties have executed this Warrant as of the
Warrant Date.

                                        ADVENTRX PHARMACEUTICALS, INC.


                                        By: /s/ Evan M. Levine
                                            ------------------------------------
                                            Evan M. Levine
                                            President & CEO


                                        /s/ Thomas DePetrillo
                                        ----------------------------------------
                                        THOMAS DEPETRILLO

                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------
                                        Email:
                                               ---------------------------------


               SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK



                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO: Adventrx Pharmaceuticals, Inc.
    6725 Mesa Ridge Road, Suite 100
    San Diego, CA 92121

     Thomas J. DePetrillo hereby elects to purchase ____________ shares of
Common Stock, par value $0.001 per share ("COMMON STOCK"), of ADVENTRX
Pharmaceuticals, Inc. (the "COMPANY") pursuant to the terms of Section 1(b) of
the Warrant to Purchase Common Stock dated October 22, 2004, between the Company
and Thomas J. DePetrillo (the "WARRANT"), and tenders herewith payment of the
Exercise Price (as such term is defined in the Warrant) therefor.

     Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------

     Thomas J. DePetrillo hereby represents and warrants that the aforesaid
shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 5 of the Warrant were true
and correct as of the Warrant Date (as defined in the Warrant) and are true and
correct as of the date hereof.


                                        ----------------------------------------
                                        THOMAS J. DEPETRILLO

                                        Date:
                                              ----------------------------------



                                    EXHIBIT B

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, Thomas J. DePetrillo, the owner of the Warrant to Purchase
Common Stock, dated October 22, 2004 (this "WARRANT"), between ADVENTRX
Pharmaceuticals, Inc. (the "COMPANY") and Thomas J. DePetrillo, hereby sells,
assigns and transfers unto the assignee named below all of the rights of the
undersigned under this Warrant, with respect to the number of shares of Common
Stock set forth below:

- -------------------------------------

- -------------------------------------

- -------------------------------------
(Name and Address of Assignee)

- -------------------------------------
(Number of Shares of Common Stock)

and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.

Dated:
       ------------------------------

- -------------------------------------
(Print Name and Title)


- -------------------------------------
(Signature)

- --------------------------------------
(Witness)

NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.

                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 3, 2005, except for Note 9, which is as of
March 28, 2005, related to the consolidated financial statements of ADVENTRX
Pharmaceuticals, Inc. and Subsidiary as of and for the years ended December 31,
2004 and 2003, and for the period from June 12, 1996 (date of inception) to
December 31, 2004, which report appears in the Annual Report on Form 10-KSB for
the year ended December 31, 2004 previously filed by ADVENTRX Pharmaceuticals,
Inc. with the Securities and Exchange Commission.  We also consent to the
related reference to our Firm under the caption "Experts".



                                                                /s/J.H. COHN LLP

San Diego, California
August 23, 2005