exv10w2






Exhibit 10.2




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









 





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.




	 	 	 
	 

	 	                                                                                
	 

	 	                                                            (spouse
	 

	 	of                                                             )






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









 





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.



A-1









 





     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: 

Name:

	 	/s/ Lester Lipschutz
 

Lester Lipschutz
	 	 
	Title:

	 	Trustee	 	 






A-2









 





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 Rosenwald 	 
	 




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









 





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









 





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









 





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