0000950123-08-006708 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of June 6, 2008 among INNOVIVE PHARMACEUTICALS, INC., CYTRX CORPORATION, CYTRX MERGER SUBSIDIARY, INC. and STEVEN KELLY (As the Stockholder Representative)

Merger Agreement • June 9th, 2008 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 9th, 2008
• Company
  Innovive Pharmaceuticals, Inc.
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into on June 6, 2008, by and among INNOVIVE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), CYTRX CORPORATION, a Delaware corporation (“CytRx”), CYTRX MERGER SUBSIDIARY, INC., a Delaware corporation (“Merger Subsidiary”), and STEVEN KELLY, as the Stockholder Representative (as defined in Section 9.05).

SUPPORT AGREEMENT

Support Agreement • June 9th, 2008 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Support Agreement
• Filed
  June 9th, 2008
• Company
  Innovive Pharmaceuticals, Inc.
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 6, 2008, by and among CytRx Corporation, a Delaware corporation (“CytRx”), CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of CytRx (“Merger Subsidiary”), and Angelo De Caro (“Stockholder”).