Innovive Pharmaceuticals, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 3rd, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page hereof between Innovive Pharmaceuticals, Inc., a Delaware corporation having a place of business at 555 Madison Avenue, 25th Floor, New York, New York 10022 (the “Company”), and the undersigned (the “Subscriber”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This Agreement (this “Agreement”), dated as of June 2, 2004 (sometimes the “Effective Date”), by and between BROADWAY THERAPEUTICS, INC., a Delaware corporation with principal executive offices at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (the “Company”), and STEVEN KELLY., residing at 83 Mercer Street, Apt. #3, New York, NY 10012 (the “Executive”).

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Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. INDUSTRY-UNIVERSITY COOPERATIVE RESEARCH AGREEMENT
Research Agreement • April 20th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

THIS AGREEMENT, effective this 16th day of March 2005, by and between The Pennsylvania State University College of Medicine and The Milton S. Hershey Medical Center (hereinafter referred to collectively as "University") and INNOVIVE Pharmaceuticals, Inc., (hereinafter referred to as "Contractor").

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Portions of this exhibit marked [*] are requested to be treated confidentially. LICENSE AGREEMENT
License Agreement • April 20th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This License Agreement, effective upon the date of last signature herein (the "Effective Date"), by and between The Penn State Research Foundation (hereinafter referred to as "PSRF"), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and INNOVIVE Pharmaceuticals, Inc. a corporation organized under the laws of the State of Delaware (hereinafter referred to as "LICENSEE"), having its principal office at 787 Seventh Avenue, 48th Floor, New York, New York 10019.

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AGREEMENT AND PLAN OF MERGER dated as of June 6, 2008 among INNOVIVE PHARMACEUTICALS, INC., CYTRX CORPORATION, CYTRX MERGER SUBSIDIARY, INC. and STEVEN KELLY (As the Stockholder Representative)
Agreement and Plan of Merger • June 9th, 2008 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

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

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 9th, 2008 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Loan and Security Agreement (this “Agreement”) is dated as of this 6th day of June 2008 (the “Effective Date”), by and between Innovive Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and CytRx Corporation, a Delaware corporation (“Lender”).

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Innovive Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 555 Madison Avenue, 25th Floor, New York, NY 10022 (the “Company”), and the undersigned (the “Subscriber”).

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SUBLEASE
Innovive Pharmaceuticals, Inc. • February 9th, 2006 • Biological products, (no disgnostic substances) • New York

Notwithstanding anything in this Sublease to the contrary, Sublandlord agrees to cooperate with Subtenant, at no cost or expense to Sublandlord other than those costs or expenses paid by Subtenant, in (i) obtaining for Subtenant any consent of Master Landlord sought by Subtenant for any action for which the Master Lease requires Master Landlord’s consent and (ii) delivering any notice to Master Landlord as required by any provision of the Master Lease including, without limitation, promptly forwarding any request made by Subtenant to Master Landlord for services, or consent or approval, and upon receipt from Subtenant, providing Master Landlord with all information required (or that Master Landlord may reasonably request) regarding such request. In the event Subtenant shall obtain the consent of Master Landlord with respect to a matter requiring the consent of Master Landlord under the Master Lease, then provided such matter does not impose any additional obligation, duty or liability

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Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. NS-187 LICENSE AGREEMENT BETWEEN NIPPON SHINYAKU CO., LTD. AND INNOVIVE PHARMACEUTICALS, INC.
License Agreement • April 20th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

a company organized and existing under the laws of Japan, having its principal office and place of business at 14, Nishinosho-Monguchi-cho, Kisshoin, Minami-ku, Kyoto 601-8550, Japan (hereinafter referred to as "SHINYAKU")

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Portions of this exhibit marked [*] are requested to be treated confidentially. LICENSE AGREEMENT
License Agreement • November 14th, 2007 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • England

TMRC Co., Ltd., a corporation organized under the laws of Japan (“TMRC”), having a place of business at 4-3, Akasaka 3-chome, Minato-ku, Tokyo, Japan

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Employment Agreement
Employment Agreement • July 27th, 2007 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

This Employment Agreement (the “Agreement”) is made and entered into effective as of July 25, 2007 (the “Effective Date”) by and between Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Steven Kelly (“Employee”), a resident of New York. This Agreement is being executed contemporaneously with the Nonsolicitation, Nondisclosure and Developments Agreement attached hereto as Exhibit A (the “NNDA”). This Agreement supersedes the Employment Agreement dated June 2, 2004 between the parties hereto.

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Contract
Agency Agreement • April 25th, 2007 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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Contract
Innovive Pharmaceuticals, Inc. • April 25th, 2007 • Biological products, (no disgnostic substances) • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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Contract
Innovive Pharmaceuticals, Inc. • February 9th, 2006 • Biological products, (no disgnostic substances)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

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Employment Agreement
Employment Agreement • October 3rd, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Employment Agreement (the “Agreement”) is made and entered into effective as of October 16, 2006 (the “Effective Date”) by and between Innovive Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and J. Gregory Jester (“Employee”), a citizen and resident of Connecticut. This Agreement is being executed contemporaneously with the Nonsolicitation, Nondisclosure and Developments Agreement attached hereto as Exhibit A (the “NNDA”).

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INNOVIVE PHARMACEUTICALS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • April 25th, 2007 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page hereof between Innovive Pharmaceuticals, Inc., a Delaware corporation having a place of business at 555 Madison Avenue, 25th Floor, New York, NY 10022 (the “Company”), and the undersigned (the “Purchaser”).

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

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

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Portions of this exhibit marked [*] are requested to be treated confidentially. LICENSE AGREEMENT 17th August 2006
License Agreement • November 14th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS LICENSE AGREEMENT (this “Agreement”) dated as of August 17th , 2006 (the “Effective Date”) is entered into between KTB Tumorforschungs GmbH (Tumor Biology Center), a privately-held corporation (“Licensor”), having a place of business at Breisacher Str. 117, Freiburg, Germany, and Innovive Pharmaceuticals, Inc. a corporation with principal offices located at 555 Madison Avenue, New York, New York 10022 (“Company”).

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