Exhibit 10.22


EXTENSION AND AMENDMENT AGREEMENT


AGREEMENT dated as of February
15, 2007 (the “Agreement”) between Callisto Pharmaceuticals, Inc., a  Delaware corporation (the “Company”) and Gary
S. Jacob (the “Executive”).


The
Company’s Board of Directors has determined, in light of the importance of the
Executive’s services to the stability and interests of the Company and its
stockholders, to extend the term and amend certain provisions of the Employment
Agreement between the Company and the Executive dated as of June 13, 2003, as
amended October 19, 2005 (the “Employment Agreement”).


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
in this Agreement, it is agreed between the Company and the Executive as
follows:


1.             EXTENSION AND AMENDMENT OF EMPLOYMENT AGREEMENT.


(a)           Extension.  The “Employment Term” defined in Section 1.2
of the Employment Agreement as amended by the Extension and Severance
Compensation Agreement dated as of June 9, 2005 
between the Company and the Executive (the “Extension Agreement”) is
hereby extended to December 31, 2009, unless earlier terminated in accordance
with Section 4 of the Employment Agreement and the Extension Agreement.


(b)           Compensation.  The Company agrees to maintain Executive’s “Base
Salary” (as defined in the Employment Agreement) at $300,000 per year, payable
monthly in approximate equal installments in advance.  In addition, the Executive shall be granted
an aggregate of 225,000 ten-year incentive stock options pursuant to the Company’s
Stock Option Plan (the “Plan”) at an exercise price  per share equal to the fair market value of
the Company’s Common Stock on the date of execution of this Agreement, as such
value is defined in the Plan.  Subject to
the provisions of the Plan, the Extension Agreement and Section 4 of the
Employment Agreement, one third of such options shall vest on December 31,
2007, 2008 and 2009.  Once vested, the
options may be exercised until their expiration, notwithstanding any provision
of the Plan which requires exercise following termination of services in a
shorter period.  The Company will include
the shares of equity securities of the Company which may be issued upon the
exercise of the options in any registration statement under the Securities Act
of 1933 which includes securities issuable to any other executive officer of
the Company.  The Executive shall be
eligible to earn a cash bonus of up to $60,000 for each twelve-month period
during the Term based on meeting performance objectives and bonus criteria to
be mutually identified by Executive and the Company’s Board of Directors and
any additonal bonuses and option grants as may be determined by the
Compensation Committee of the Company’s Board in its sole discretion.


(c)           Effect on Employment Agreement.  Except as modified by this Agreement, all of
the terms of the Employment Agreement shall continue in full force and effect.
In the event of a discrepancy between the Employment Agreement and this
Agreement, the terms of this Agreement shall be controlling.











 


2.             NOTICE.


For
purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, as follows:


if to the Company:


Callisto Pharmaceuticals,
Inc.


420 Lexington Avenue,
Suite 1609


New York, New York 10070


or such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.


3.             MISCELLANEOUS.


No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in a writing signed by the Executive
and the Company. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior to
subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by  either party which are not set forth expressly in this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of Delaware.


4.               VALIDITY.


The invalidity or enforceability of any provi­sions of
this Agreement shall not affect the validity or 
enforce­ability of any other provision of this Agreement, which shall
remain in full force and effect.


5.             COUNTERPARTS.


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and same
instrument.











 


6.             LEGAL FEES AND EXPENSES.


The
Company or one of its subsidiaries shall pay all legal fees and expenses which
the Executive may incur as a result of the Company’s contesting the  validity, enforceability or the Executive’s interpretation of,
or determinations under, this Agreement.


	
  

  	
  CALLISTO PHARMACEUTICALS, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gabriele
  M. Cerrone

  	
   

  
	
   

  	
   

  	
  Name: Gabriele M. Cerrone

  
	
   

  	
   

  	
  Title:   Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gary S.
  Jacob

  	
   

  
	
   

  	
  Gary S. Jacob