EX-10.15






Exhibit 10.15




SUPPORT AGREEMENT




     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”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 30,000
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     1. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 








          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     2. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     3. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



2









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 30,000 shares of common stock which constitute the
“Shares”.




     4. Termination. This Agreement and the Proxy shall terminate on the first to occur of
(a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     5. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




3









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




4










 








          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to Stockholder, to:



c/o Innovive Pharmaceuticals, Inc.

555 Madison Avenue, 25th Floor

New York, New York 10022

Facsimile: (212) 716-1811




5









 







          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 




or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




6









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	                                              /s/ Angelo De Caro
 	 
	 	Name: Angelo De Caro 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




                                                            

                                        (spouse of

                                        )





7









 








ANNEX A




IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.




     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.




     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.




A-1









 








          Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.




          Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.




          This proxy is irrevocable and shall survive the incapacity or death of the undersigned.




Dated: June 6, 2008




	 	 	 	 	 
	 	 	 
	 	/s/ Angelo De Caro
 	 
	 	Angelo De Caro 	 
	 	 	 
	 




THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.



                                                            

                                        (spouse of

                                        )





A-2









 








ANNEX B




OWNERSHIP OF SHARES



The 30,000 shares beneficially owned by Mr. De Caro include 10,000 shares issuable upon the
exercise of options to purchase common stock.





B - 1









 








SUPPORT AGREEMENT




     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 Neil Herskowitz (“Stockholder”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 63,043
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     6. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 








          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     7. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     8. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



3









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 63,043 shares of common stock which constitute the
“Shares”.




     9. Termination. This Agreement and the Proxy shall terminate on the first to occur of
(a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     10. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




4









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




5









 








          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to Stockholder, to:



c/o Innovive Pharmaceuticals, Inc.

555 Madison Avenue, 25th Floor

New York, New York 10022

Facsimile: (212) 716-1811




6









 






          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 





or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	                                              /s/ Neil Herskowitz
 	 
	 	Name: Neil Herskowitz 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




                                                            

                                        (spouse of

                                        )





8









 








ANNEX A




IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.




     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.




     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.





A-1









 








          Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.




          Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.




          This proxy is irrevocable and shall survive the incapacity or death of the undersigned.




Dated: June 6, 2008




	 	 	 	 	 
	 	 	 
	 	/s/ Neil Herskowitz
 	 
	 	Neil Herskowitz 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.




                                                            

                                        (spouse of

                                        )





A-2









 








ANNEX B




OWNERSHIP OF SHARES



The 63,043 shares beneficially owned by Mr. Herskowitz include (1) 52,127 shares of common stock
owned by a limited liability company of which Mr. Herskowitz is the manager and an equity owner,
(2) 916 shares issuable upon the exercise of warrants to purchase common stock, all of which are
owned by the limited liability company and (3) 10,000 shares issuable upon the exercise of options
to purchase common stock.





B - 1











 





SUPPORT AGREEMENT




     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 Steven Kelly (“Stockholder”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 314,301
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     11. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 





          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     12. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     13. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



 









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 314,301 shares of common stock which constitute the
“Shares”.




     14. Termination. This Agreement and the Proxy shall terminate on the first to occur
of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     15. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




 









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




 









 








          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to Stockholder, to:



c/o Innovive Pharmaceuticals, Inc.

555 Madison Avenue, 25th Floor

New York, New York 10022

Facsimile: (212) 716-1811




 









 







          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 





or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	                                              /s/ Steven Kelly
 	 
	 	Name: Steven Kelly 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




	 	 	 	 	 
	 

	 	 

Jennifer Kelly
	 	 
	 
	 	 	 	 
	 

	 	(spouse of Steven Kelly)	 	 







 









 








ANNEX A




IRREVOCABLE PROXY




     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



A-1









 





     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	 	 
	 	     /s/ Steven Kelly
 	 
	 	Steven Kelly 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.




	 	 	 	 	 
	 

	 	 

Jennifer Kelly
	 	 
	 
	 	 	 	 
	 

	 	(spouse of Steven Kelly)	 	 







A-2









 








ANNEX B




OWNERSHIP OF SHARES



The 314,301 shares beneficially owned by Mr. Kelly include 156,301 shares issuable upon the
exercise of options to purchase common stock.





B - 1 









 








SUPPORT AGREEMENT




     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 J. Jay Lobell (“Stockholder”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 173,200
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     16. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 





          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     17. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     18. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



3









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 173,200 shares of common stock which constitute the
“Shares”.




     19. Termination. This Agreement and the Proxy shall terminate on the first to occur
of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     20. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




4









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




5









 








          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to Stockholder, to:



J. Jay Lobell

c/o Paramount BioSciences, LLC

787 Seventh Avenue, 48th Floor

New York, New York 10019

Facsimile:




6









 







          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 





or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	                                              /s/ J. Jay Lobell
 	 
	 	Name: J. Jay Lobell 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




	 	 	 	 	 
	 

	 	/s/ Beverly Lobell
 

Beverly Lobell
 

(spouse of J. Jay Lobell)
	 	  
	 

	 	 	 	 






8












 





ANNEX A




IRREVOCABLE PROXY




     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



A-1









 





     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 

	 	/s/ J. Jay Lobell
 

J. Jay Lobell
	 	 





THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.




	 	 	 	 	 
	 

	 	/s/ Beverly Lobell
 

Beverly Lobell                    (spouse of
	 	 
	 

	 	J. Jay Lobell                    )	 	 







A-2









 








ANNEX B




OWNERSHIP OF SHARES



The 173,200 shares beneficially owned by Mr. Lobell include 530 shares issuable upon the exercise
of warrants to purchase common stock and 10,000 shares issuable upon the exercise of options to
purchase common stock.




B - 1









 








SUPPORT AGREEMENT




     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 Eric Poma (“Stockholder”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 83,160
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     21. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 





          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     22. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     23. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



3









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 83,160 shares of common stock which constitute the
“Shares”.




     24. Termination. This Agreement and the Proxy shall terminate on the first to occur
of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     25. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




4









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




5









 








          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139




          with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to Stockholder, to:



c/o Innovive Pharmaceuticals, Inc.

555 Madison Avenue, 25th Floor

New York, New York 10022

Facsimile: (212) 716-1811




6









 







           with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 





or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	                                              /s/ Eric Poma
 	 
	 	Name:  	Eric Poma 	 
	 	 	 
	 


THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	(spouse of	 
	 

	 	 

	)	 
	 

	 	 

	 	 	 	 







8











 





ANNEX A




IRREVOCABLE PROXY




     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



A-1









 





     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	/s/ Eric Poma	 	 
	 

	 	 	 	 
	 

	 	Eric Poma	 	 





THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.





	 	 	 
	 

	 	                                                                
                


                                                            (spouse of

                                                            )






A-2









 






ANNEX B




OWNERSHIP OF SHARES



The 83,160 shares beneficially owned by Mr. Poma include 20,000 shares issuable upon the exercise
of options to purchase common stock




B-1









 








SUPPORT AGREEMENT




     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 Lindsay A. Rosenwald (“Stockholder”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner of 1,627,774
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholder after the date hereof, being
collectively referred to herein as the “Shares”); and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that Stockholder enter into this Agreement and, in order to induce
CytRx and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to enter
into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     26. Agreements of Stockholder.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, Stockholder shall vote the Shares (or cause them to be voted) or (as
appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action
or agreement (including, without limitation, any amendment of any agreement) that would result in a
breach of any representation, warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any agreement
(including, without limitation, any amendment of any agreement), amendment of the Company’s charter
documents or other action that is intended or could reasonably be expected to prevent, impede,
interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall
be cast (or consent shall be given) by Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of determining that a
quorum is present and for purposes of recording the results of such vote (or consent). Stockholder
further covenants and agrees that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.




 









 





          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to CytRx a proxy in the form attached hereto as Annex A (the
“Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, Stockholder shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any
material respect or have the effect of preventing, disabling or delaying Stockholder from
performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to
take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding
the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with
respect to the Shares, if such transfer or assignment is made to a family member or a controlled
affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate
planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or
beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement,
reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or
beneficiary would become a party to this Agreement and become subject to all of the rights and
obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which
consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an
assignment with respect to the Shares, other than as contemplated in clause (a).




     27. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to Stockholder as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




     28. Representations and Warranties of Stockholder. Stockholder hereby represents and
warrants to CytRx and Merger Subsidiary as follows:



3









 





          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. No consents or approvals of, or filings, declarations or registrations with,
any governmental agency are necessary for the performance by Stockholder of its obligations under
this Agreement, other than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Stockholder of any of his obligations
under this Agreement. Neither the execution and delivery of this Agreement by Stockholder, nor the
performance by Stockholder of his obligations hereunder, will result in a breach or violation of
the terms of any agreement by which Stockholder is bound or of any decree, judgment, order, law or
regulation now in effect of any court or other governmental body applicable to Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B,
Stockholder (i) is the record and beneficial owner of all of the Shares and (ii) owns all of the
Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than
proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this Agreement and
except for such transfer restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various states of the United States). Without
limiting the foregoing, except for certain proxies and restrictions provided for in clause (ii)
above, Stockholder has sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions on Stockholder’s rights of voting or disposition pertaining thereto
and no Person other than Stockholder has any right to direct or approve the voting or disposition
of any of the Shares. As of the date hereof, Stockholder does not own, beneficially or of record,
any securities of the Company other than 1,627,774 shares of common stock which constitute the
“Shares”.




     29. Termination. This Agreement and the Proxy shall terminate on the first to occur
of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     30. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by Stockholder in his capacity as owner of the Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




4









 





          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, Stockholder shall promptly notify CytRx of the number of shares of Company common stock, if
any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any
shares of Company common stock as to which Stockholder acquires record or beneficial ownership
after the date hereof and prior to termination of this Agreement shall be “Shares” for purposes of
this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or
other change in the capital structure of the Company affecting the Company common stock, the number
of shares constituting “Shares” shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company common stock or other voting
securities of the Company issued to Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably required to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of Stockholder hereunder shall be binding
upon Stockholder’s heirs, trustees, executors and other representatives in the event of
Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any purported assignment not permitted under this Section shall be null and
void.




5









 





          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,



If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746



If to Stockholder, to:



c/o Paramount BioSciences, LLC

787 Seventh Avenue, 48th Floor

New York, New York 10019

Facsimile:




6









 







          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 





or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 	 	 
	 	 	CYTRX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven A. Kriegsman
 

Name: Steven A. Kriegsman
	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CYTRX MERGER SUBSIDIARY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven A. Kriegsman
 

Name: Steven A. Kriegsman


Title: President and Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Lindsay A. Rosenwald	 	 
	 	 	 	 	 
	 	 	Name: Lindsay A. Rosenwald	 	 





THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY
PROPERTY INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.




	 	 	 	 	 
	 

	 	/s/ Rivki Rosenwald
 

Rivki Rosenwald (spouse of
Lindsay A. Rosenwald M.D.)
	 	 






8









 





ANNEX A




IRREVOCABLE PROXY




     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



A-1









 





     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of Stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	/s/ Lindsay A. Rosenwald	 	 
	 

	 	 	 	 
	 

	 	Lindsay A. Rosenwald	 	 





THE UNDERSIGNED, SPOUSE OF THE SHAREHOLDER, HEREBY EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE
PROVISIONS OF THIS PROXY, AND HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY
INTEREST OR QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.




	 	 	 	 	 
	 

	 	/s/ Rivki Rosenwald
 

Rivki Rosenwald (spouse of
	 	 
	 

	 	Lindsay A. Rosenwald M.D.	 	 






A-2









 





ANNEX B




OWNERSHIP OF SHARES



The 1,627,774 shares beneficially owned by Dr. Rosenwald include 1,028,634 shares held by Paramount
Biosciences LLC, of which Dr. Rosenwald is the sole member, and 265,215 shares issuable upon the
exercise of warrants to purchase common stock.





B-1











 





SUPPORT AGREEMENT




     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 the entities set forth on Schedule I hereto (each a “Stockholder” and together,
the “Stockholders”).



     WHEREAS, concurrently with the execution of this Agreement, CytRx, Merger Subsidiary and
Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into
an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), providing
for the merger of Merger Subsidiary with and into the Company (the “Merger”), pursuant to
which the Company will become a wholly owned subsidiary of CytRx;



     WHEREAS, as of the date hereof, the Stockholders are the record and beneficial owners of
shares of common stock, par value $0.001 per share, of the Company (such shares, together with any
other shares of Company common stock acquired by Stockholders after the date hereof, being
collectively referred to herein as the “Shares”), and the Shares consist of an aggregate of
1,399,129 shares of common stock; and



     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, CytRx and
Merger Subsidiary have required that the Stockholders enter into this Agreement and, in order to
induce CytRx and Merger Subsidiary to enter into the Merger Agreement, the Stockholders are willing
to enter into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



     31. Agreements of Stockholders.



          (a) Voting; Refrain From Certain Proxy Solicitations. From the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in lieu of a meeting) and any
adjournment thereof, the Stockholders shall vote their respective Shares (or cause them to be
voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the transactions contemplated thereby, (ii)
against any action or agreement (including, without limitation, any amendment of any agreement)
that would result in a breach of any representation, warranty, covenant, agreement or other
obligation of the Company under the Merger Agreement, (iii) against any Acquisition Proposal and
(iv) against any agreement (including, without limitation, any amendment of any agreement),
amendment of the Company’s charter documents or other action that is intended or could reasonably
be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of
the Merger. Any such vote shall be cast (or consent shall be given) by the Stockholders in
accordance with such procedures relating thereto so as to ensure that it is duly counted, including
for purposes of determining that a quorum is present and for purposes of recording the results of
such vote (or consent). The Stockholders




 









 







further covenant and agree that they shall not solicit proxies or participate in a
solicitation with respect to an Acquisition Proposal.




          (b) Irrevocable Proxy. Concurrently with the execution of this Agreement, the
Stockholders agree to deliver to CytRx the proxies in the forms attached hereto as Annex A
(the “Proxy”), which shall be irrevocable to the extent provided therein.




          (c) Restriction on Transfer; Other Restrictions. From the date hereof until any
termination of this Agreement in accordance with its terms, the Stockholders shall not directly or
indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any
of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares
into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or
voting trust with respect to any of the Shares, (iii) take any action that would make any
representation or warranty of the Stockholders set forth in this Agreement untrue or incorrect in
any material respect or have the effect of preventing, disabling or delaying the Stockholders from
performing any of their obligations under this Agreement or (iv) agree (whether or not in writing)
to take any of the actions referred to in the foregoing clauses of this Section 1(c).
Notwithstanding the foregoing, a Stockholder (a) may transfer any of its Shares, or execute an
assignment with respect to its Shares, if such transfer or assignment is made to a family member or
a controlled affiliate of such Stockholder or is made to a trust or similar vehicle in connection
with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder,
or beneficiary of the Shares resulting from such transfer or assignment executes a joinder
agreement, reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy
holder or beneficiary would become a party to this Agreement and become subject to all of the
rights and obligations hereunder, or (b) with the prior written consent of CytRx and Merger
Subsidairy (which consent may be withheld in their sole discretion), may transfer any of the
Shares, or execute an assignment with respect to the Shares, other than as contemplated in
clause (a).




     32. Representation and Warranties of CytRx and Merger Subsidiary. CytRx and Merger
Subsidiary jointly and severally represent and warrant to the Stockholders as follows:



          (a) Due Authorization. This Agreement has been authorized by all necessary corporate
action on the part of each of CytRx and Merger Subsidiary and has been duly executed by a duly
authorized officer of each of CytRx and Merger Subsidiary.




          (b) Validity; No Conflict. This Agreement constitutes the legal, valid and binding
obligation of each of CytRx and Merger Subsidiary, enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting or relating to creditors’ rights generally and by general
principles of equity. Neither the execution of this Agreement by CytRx and Merger Subsidiary nor
the consummation of the transactions contemplated hereby will result in a breach or violation of
the terms of any agreement by which CytRx or any CytRx subsidiary is bound or of any decree,
judgment, order, law or regulation now in effect of any court or other governmental body applicable
to CytRx or any CytRx subsidiary.




3









 





     33. Representations and Warranties of the Stockholders. Each Stockholder hereby
represents and warrants to CytRx and Merger Subsidiary as follows:



          (a) Validity; Consents and Approvals; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to creditors’ rights generally and by
general principles of equity. No consents or approvals of, or filings, declarations or
registrations with, any governmental agency are necessary for the performance by the Stockholder of
its obligations under this Agreement, other than such other consents, approvals, filings,
declarations or registrations that, if not obtained, made or given, would not, individually or in
the aggregate, reasonably be expected to prevent or materially delay the performance by the
Stockholder of any of his obligations under this Agreement. Neither the execution and delivery of
this Agreement by the Stockholder, nor the performance by the Stockholder of his obligations
hereunder, will result in a breach or violation of the terms of any agreement by which the
Stockholder is bound or of any decree, judgment, order, law or regulation now in effect of any
court or other governmental body applicable to the Stockholder.




          (b) Ownership of Shares. Except as specifically described on Annex B, the
Stockholders (i) are the record and beneficial owner of all of their respective Shares and (ii) own
all of their Shares free and clear of any proxy, voting restriction, adverse claim or other Lien
(other than proxies and restrictions in favor of CytRx and Merger Subsidiary pursuant to this
Agreement and except for such transfer restrictions of general applicability as may be provided
under the Securities Act and the “blue sky” laws of the various states of the United States).
Without limiting the foregoing, except for certain proxies and restrictions provided for in clause
(ii) above, each Stockholder has sole voting power and sole power of disposition with respect to
all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition
pertaining thereto and no Person other than such Stockholder has any right to direct or approve the
voting or disposition of any of its Shares. As of the date hereof, the Stockholders do not own,
beneficially or of record, any securities of the Company other than 1,399,129 shares of common
stock which constitute the “Shares”.




     34. Termination. This Agreement and the Proxy shall terminate on the first to occur
of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for
breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement
shall survive any termination of this Agreement.



     35. Miscellaneous.



          (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement
is entered into by each Stockholder in its capacity as owner of its Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the Company from taking any
action in his capacity as a director or officer of the Company that is necessary for him to comply
with his fiduciary duties as a director or officer of the Company, including, without limitation,
participating in his capacity as a director of the Company in any discussions or negotiations in
accordance with Section 6.03 of the Merger Agreement.




4









 








          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and
expenses incurred in connection with the transactions contemplated by this Agreement shall be paid
by the party incurring such costs and expenses.




          (c) Additional Shares. Until any termination of this Agreement in accordance with its
terms, each Stockholder shall promptly notify CytRx of the number of shares of Company common
stock, if any, as to which such Stockholder acquires record or beneficial ownership after the date
hereof. Any shares of Company common stock as to which a Stockholder acquires record or beneficial
ownership after the date hereof and prior to termination of this Agreement shall be “Shares” for
purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock
dividend or other change in the capital structure of the Company affecting the Company common
stock, the number of shares constituting “Shares” shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of Company common
stock or other voting securities of the Company issued to a Stockholder in connection therewith.




          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial
ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or not in writing.




          (e) Further Assurances. From time to time, at the request of CytRx and without
further consideration, each Stockholder shall execute and deliver such additional documents and
take all such further action as may be reasonably required to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this Agreement.




          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof. This Agreement is
not intended to and shall not confer upon any Person other than the parties hereto any rights
hereunder.




          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that (i) Merger Subsidiary may assign its rights and
interests hereunder to CytRx or to any wholly owned subsidiary of CytRx if such assignment would
not cause a delay in the consummation of any of the transactions contemplated by the Merger
Agreement and (ii) the rights, interests and obligations of each Stockholder hereunder shall be
binding upon such Stockholder’s heirs, trustees, executors and other representatives in the event
of such Stockholder’s death or incapacity. Subject to the preceding sentence, this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Any purported assignment not permitted under this Section shall
be null and void.




5









 





          (h) Amendments. This Agreement may not be amended or supplemented, except by a
written agreement executed by the parties hereto.




          (i) Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.




          (j) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other parties hereto.




          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are
for convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.




          (l) Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,




          If to CytRx or Merger Subsidiary, to:



CytRx Corporation

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

Attention: Steven A. Kriegsman

Facsimile: (310) 826-6139



with a copy (which shall not constitute notice) to:



TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, California 90067

Attention: Sanford J. Hillsberg, Esq. and Dale E. Short, Esq.

Facsimile: (310) 201-4746




          If to the Stockholders, to:



c/o Wolf Block Schorr and Solis Cohen

1650 Arch Street

Philadelphia, Pennsylvania 19103

Attn: Lester Lipschutz




6









 








          with a copy (which shall not constitute notice) to:




	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	 

	Attention: 	 	 	 
	 

	 	 	 	 
	 

	Facsimile: 	 	 	 
	 

	 	 	 	 




or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the
place of receipt and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.




          (m) Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applicable to contracts
executed in and to be performed entirely within that State. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any federal or state court
sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of
an inconvenient forum to the maintenance of any such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.




          (n) Specific Performance; Injunctive Relief. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any federal or state court
sitting in the State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.




          (o) Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Merger Agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date and year first written above.



	 	 	 	 	 
	 	CYTRX CORPORATION

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CYTRX MERGER SUBSIDIARY, INC.

 	 
	 	By:  	/s/ Steven A. Kriegsman
 	 
	 	 	Name:  	Steven A. Kriegsman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	THE LINDSAY A. ROSENWALD 2000

IRREVOCABLE TRUST DATED MAY 24, 2000

(DELAWARE)

 	 
	 	By:  	                       /s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 
	 
	 	THE LINDSAY A. ROSENWALD RHODE

ISLAND IRREVOCABLE TRUST DATED

AUGUST 28, 2001

 	 
	 	By:  	                       /s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



8









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD ALASKA 
IRREVOCABLE TRUST
DATED AUGUST 28, 2001

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 
	 
	 	THE LINDSAY A. ROSENWALD NEVADA 
IRREVOCABLE INDENTURE OF TRUST

 DATED JANUARY 6, 2003

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 
	 
	 	THE LINDSAY A. ROSENWALD 2000 FAMILY 

TRUSTS DATED
DECEMBER 15, 2000


 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 
	 




9









 








Schedule I




The Lindsay A. Rosenwald 2000 Irrevocable Trust dated May 24, 2000 (Delaware)

The Lindsay A. Rosenwald Rhode Island Irrevocable Trust dated August 28, 2001

The Lindsay A. Rosenwald Alaska Irrevocable Trust dated August 28, 2001

The Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust dated January 6, 2003

The Lindsay A. Rosenwald 2000 Family Trusts dated December 15, 2000





 












 





ANNEX A




IRREVOCABLE PROXY




     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



 









 





     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect thereof on or
after the date hereof, are hereby revoked and no subsequent proxies will be given until such time
as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD 2000 

IRREVOCABLE TRUST
DATED MAY 

24, 2000 (DELAWARE)

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect



 









 







thereof on or after the date hereof, are hereby revoked and no subsequent proxies will be
given until such time as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD 

RHODE ISLAND IRREVOCABLE

TRUST DATED AUGUST 28, 2001

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect



 









 







thereof on or after the date hereof, are hereby revoked and no subsequent proxies will be
given until such time as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD

 ALASKA IRREVOCABLE TRUST

DATED AUGUST 28, 2001

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect



 









 







thereof on or after the date hereof, are hereby revoked and no subsequent proxies will be
given until such time as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD 

NEVADA IRREVOCABLE
INDENTURE
 OF TRUST DATED JANUARY 6, 2003

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



IRREVOCABLE PROXY





     The undersigned Stockholder of Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby irrevocably appoints and constitutes the members of the Board of
Directors of CytRx Corporation, a Delaware corporation (“CytRx”), and each of them (the
“Proxyholders”), the proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned’s rights with respect to the shares of common
stock of the Company beneficially owned by the undersigned as of the date here, together with any
other shares of common stock of the Company acquired by Stockholder after the date hereof and prior
to the date this proxy terminates (collectively, the “Shares”), to vote the Shares for the
following limited, and for no other, purposes:



     1. In favor of adoption of the Agreement and Plan of Merger, dated as of June 6, 2008, by and
among CytRx, CytRx Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of
CytRx (“Merger Subsidiary”), and the Company, as the same may be amended from time to time,
and approval of the transactions contemplated by the Merger Agreement; and



     2. Against (A) any action or agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition Proposal (as such
term is defined in the Merger Agreement) and (C) any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s charter documents or other action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger.



     The Proxyholders may not exercise this proxy on any other matter. The undersigned Stockholder
may vote the Shares on all such other matters.



     The proxies named above are empowered at any time prior to termination of this proxy to
exercise all voting rights (including the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company
shareholders, and in every written consent in lieu of such meeting, or otherwise.



     The proxy granted by the Stockholder to the Proxyholders is hereby granted as of the date
hereof in connection with the obligations of the Stockholder set forth in the Support Agreement,
dated as of June 6, 2008, among CytRx, Merger Subsidiary and the Stockholder (the “Support
Agreement”), and is irrevocable and coupled with an interest in such obligations and in the
interests in the Company to be purchased and sold pursuant to the Merger Agreement. This proxy
will automatically terminate upon the termination of the Support Agreement in accordance with its
terms.



     Upon the execution hereof, all prior proxies given by the undersigned with respect to the
Shares, and any and all other shares or securities issued or issuable in respect



 









 







thereof on or after the date hereof, are hereby revoked and no subsequent proxies will be
given until such time as this proxy shall be terminated in accordance with its terms.



     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned. The undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company and with any Inspector
of Elections at any meeting of stockholders of the Company.



     This proxy is irrevocable and shall survive the incapacity or death of the undersigned.



Dated: June 6, 2008




	 	 	 	 	 
	 	THE LINDSAY A. ROSENWALD 2000 

FAMILY TRUSTS DATED

DECEMBER 15, 2000

 	 
	 	By:  	/s/ Lester Lipschutz
 	 
	 	 	Name:  	Lester Lipschutz 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



ANNEX B




OWNERSHIP OF SHARES



Lester Lipschutz is the investment manager or trustee of four trusts established for the benefit of
Dr. Lindsay Rosenwald (The Lindsay A. Rosenwald 2000 Irrevocable Trust dated May 24, 2000
(Delaware), The Lindsay A. Rosenwald Rhode Island Irrevocable Trust dated August 28, 2001, The
Lindsay A. Rosenwald Alaska Irrevocable Trust dated August 28, 2001, The Lindsay A. Rosenwald
Nevada Irrevocable Indenture of Trust dated January 6, 2003), three of which own 68,709 shares each
and one of which owns 185,514 shares of common stock. Mr. Lipschutz also serves as the trustee for
The Lindsay A. Rosenwald 2000 Family Trusts dated December 15, 2000, a trust established for the
benefit of Dr. Rosenwald’s children, which owns 1,007,488 shares of common stock. Mr. Lipschutz
might be deemed to beneficially own the shares held by the aforementioned trusts as he has the sole
control over the voting and disposition of any shares held by such trust. Dr. Rosenwald disclaims
beneficial ownership of these shares except to the extent of any pecuniary interest (as defined in
Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may
have in the aforementioned trusts.





B - 1