exhibit 10. 2 indemnification agreement this agreement is made as of, 2006, between adventrx pharmaceuticals, inc., a delaware corporation ( the “ company ” ), and ( the “ indemnitee ” ). recitals both the company and indemnitee recognize that highly competent persons have become more reluctant to serve publicly - held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. in recognition of indemnitee ’ s need for substantial protection against personal liability in order to enhance indemnitee ’ s continued service to the company in an effective manner and indemnitee ’ s reliance on the provisions of the company ’ s certificate of incorporation ( “ certificate of incorporation ” ) and the company ’ s bylaws ( the “ bylaws ” ) requiring indemnification of the indemnitee to the fullest extent permitted by law, and in part to provide indemnitee with specific contractual assurance that the protection promised by such certificate of incorporation and bylaws will be available to indemnitee ( regardless of, among other things, any amendment to or revocation of such certificate of incorporation or bylaws or any change in the composition of the company ’ s board of directors or acquisition transaction relating to the company ), the company wishes to provide in this agreement for the indemnification of and the advancing of expenses to indemnitee to the fullest extent ( whether partial or complete ) permitted by law and as set forth in this agreement. the certificate of incorporation, the bylaws and the general corporation law of the state of delaware ( “ dgcl ” ) expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the company and members of the board of directors, officers and other persons with respect to indemnification. it is reasonable, prudent and necessary for the company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the company free from undue concern that they will not be so indemnified. this agreement is a supplement to and in