Company will assume current liabilities of about $3.7 million and tender $18.3 million in sales-based milestone fees.

CytRx intends to purchase Innovive Pharmaceuticals for $3 million in CytRx common stock. The company will gain four developmental oncology candidates.

The offer also includes the payment of Innovive’s current liabilities, which are approximately $3.7 million. Additionally, CytRx will pay future earn-outs to Innovive stockholders of up to $18.3 million related to the achievement of sales milestones.

Included in the acquired pipeline are North American and European licensing rights to tamibarotene, a drug currently being sold in Japan for the treatment of relapsed or refractory acute promyelocytic leukemia (APL). Tamibarotene is presently in a Phase II trial in APL. CytRx anticipates that an NDA will be filed by 2010.

“Innovive has an attractive oncology portfolio with the opportunity for relatively near-term drug approval with low regulatory risk,” notes Steven A. Kriegsman, CytRx president and CEO. “This acquisition improves our potential for near-term revenue while maintaining our longer-term emphasis on our molecular chaperone technology platform.”

Other candidates in Innovive’s pipeline are all in Phase I studies. INNO-406 is being studied for chronic myeloid leukemia and acute myeloid leukemia (AML). INNO-206 is in evaluations as a prodrug for doxorubicin. INNO-305, an immunotherapeutic, is in trials for the treatment of AML and myelodysplastic syndrome as well as non-small-cell lung cancerand mesothelioma.

The transaction is expected to close in the third quarter of 2008 subject.

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