CytRX Corporation
Annual Report 2012

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One)TANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012or £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15327CytRx Corporation(Exact name of Registrant as specified in its charter)Delaware58-1642740(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 11726 San Vicente Blvd, Suite 650, Los Angeles, California90049(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (310) 826-5648 ________________ Securities registered pursuant to Section 12(b) of the Act:Title of each className of exchange on which registeredCommon Stock, $0.001 par value per shareThe NASDAQ Capital MarketSeries A Junior Participating Preferred Stock Purchase Rights Securities Registered Pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Securities Act Rule 405). Yes £ No RIndicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.Yes £ No TIndicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes T No £Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes T No £Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. TIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer £Accelerated filer TNon-accelerated filer £Smaller reporting company £ (Do not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No TBased on the closing price of the Registrant’s common stock as reported on The NASDAQ Capital Market, the aggregate market value of the Registrant'scommon stock held by non-affiliates on June 29, 2012 (the last business day of the Registrant's most recently completed second fiscal quarter) wasapproximately $79 million. Shares of common stock held by directors and executive officers and any ten percent or greater stockholders and their respectiveaffiliates have been excluded from this calculation, because such stockholders may be deemed to be “affiliates” of the Registrant. This is not necessarilydeterminative of affiliate status for other purposes. The number of outstanding shares of the Registrant's common stock as of March 11, 2013 was30,517,370, exclusive of treasury shares.  CYTRX CORPORATION2012 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page “SAFE HARBOR” STATEMENT3 PART I Item 1. BUSINESS4 Item 1A. RISK FACTORS14 Item 1B. UNRESOLVED STAFF COMMENTS23 Item 2. PROPERTIES23 Item 3. LEGAL PROCEEDINGS23 Item 4. MINE SAFETY DISCLOSURES23 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES24 Item 6. SELECTED FINANCIAL DATA26 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS27 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK35 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA35 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE35 Item 9A. CONTROLS AND PROCEDURES35 Item 9B. OTHER INFORMATION36 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE37 Item 11. EXECUTIVE COMPENSATION41 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS57 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE58 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES59 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES60 SIGNATURES65 2 “SAFE HARBOR” STATEMENT Some of the information contained in this Annual Report may include forward-looking statements that reflect our current views with respect to ourresearch and development activities, business strategy, business plan, financial performance and other future events. These statements include forward-looking statements both with respect to us, specifically, and the biotechnology sector, in general. We make these statements pursuant to the safe harborprovisions of the Private Securities Litigation Reform Act of 1995. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,”“estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements forpurposes of the federal securities laws or otherwise. All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differmaterially from those indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth in the sections entitled“Business,” “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitativeand Qualitative Disclosures About Market Risk” and “Controls and Procedures” in this Annual Report, all of which you should review carefully. Pleaseconsider our forward-looking statements in light of those risks as you read this Annual Report. We undertake no obligation to publicly update or review anyforward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may varymaterially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf areexpressly qualified in their entirety by this Statement. 3 PART I Item 1. BUSINESS In this Annual Report, we sometimes refer to CytRx Corporation as “CytRx,” to our former subsidiary, RXi Pharmaceuticals Corporation (now known asGalena Biopharma, Inc.), as “RXi,” and to Innovive Pharmaceuticals, Inc., which we acquired in September 2008, as “Innovive.” References in this AnnualReport to the “company,” “we,” “us” or “our” refer to CytRx, unless otherwise indicated. COMPANY OVERVIEW We are a biopharmaceutical research and development company specializing in oncology. Our oncology pipeline includes two programs in clinicaldevelopment for cancer indications: aldoxorubicin (formerly known as INNO-206) and tamibarotene. With our tumor-targeted doxorubicin conjugatealdoxorubicin, we have initiated an international Phase 2b clinical trial as a treatment for soft tissue sarcomas, completed a Phase 1b/2 clinical trial primarilyin the same indication and initiated a Phase 1b pharmacokinetics clinical trial in patients with metastatic solid tumors and a Phase 1b study of aldoxorubicinin combination with doxorubicin in patients with advanced solid tumors. We held a positive meeting with the Food and Drug Administration (“FDA”) todiscuss a potential Phase 3 pivotal trial as a therapy for patients with soft tissue sarcomas whose tumors have progressed following treatment withchemotherapy, and have submitted a special protocol assessment with respect to that potential trial. Tamibarotene is being tested in a double-blind, placebo-controlled, international Phase 2b clinical trial in patients with non-small-cell lung cancer. We completed our evaluation of a third drug candidate, bafetinib, inthe ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (“B-CLL”), and may seek a partner for further development of bafetinib. We are a Delaware corporation, incorporated in 1985. Our corporate offices are located at 11726 San Vicente Boulevard, Suite 650, Los Angeles,California 90049, and our telephone number is (310) 826-5648. OUR PRODUCT CANDIDATE PIPELINE The following table summarizes our product candidates and their current or impending stages of development: TechnologyProduct CandidateIndication(s)Stage of DevelopmentDoxorubicin conjugateAldoxorubicinSoft tissue sarcomas (second line)Pivotal Phase 3 Preparation Ongoing Soft tissue sarcomas (first line)Phase 2b In combination with doxorubicin in patients with advancedsolid tumorsPhase 1b Pharmacokinetics in patients with advanced solid tumorsPhase 1Synthetic retinoidTamibaroteneNSCLC (non-small-cell lung cancer)Phase 2b APL (acute promyelocytic leukemia)Compassionate UseTyrosine kinase inhibitorBafetinibB-CLL (B-cell chronic lymphocytic leukemia)Phase 2 Complete OUR CLINICAL DEVELOPMENT PROGRAMS Our current clinical development programs are discussed below. Aldoxorubicin Aldoxorubicin (formerly INNO-206) is a tumor-targeted conjugate of the commonly prescribed chemotherapeutic agent doxorubicin. Specifically, it is the(6-Maleimidocaproyl) hydrazone of doxorubicin. Essentially, this chemical is doxorubicin (DOXO) attached to an acid sensitive linker known as EMCH. Weare currently preparing to initiate a potential Phase 3 pivotal trial of aldoxorubicin as a therapy for patients with soft tissue sarcomas whose tumors haveprogressed following treatment with chemotherapy and have submitted a special protocol assessment, or “SPA,” with respect to that trial. Aldoxorubicin for the Treatment of Cancer. Anthracyclines are a class of drugs that are among the most commonly used agents in the treatment ofcancer. Doxorubicin, the first anthracycline to gain FDA approval, has demonstrated efficacy in a wide variety of cancers including breast cancer, lungcancer, sarcomas, and lymphomas. However, due to the uptake of doxorubicin by various parts of the body, it is associated with side effects such ascumulative cardiotoxicity, myelosuppression (decreased production of blood cells by bone marrow), gastrointestinal disorders, mucositis (inflammation of themucous membranes lining the digestive tract, including the mouth), stomatitis (inflammation of the mouth’s soft tissue), and extravasation (the leakage ofintravenous drugs from the vein into the surrounding tissue). 4 We believe aldoxorubicin has attributes that may improve on native doxorubicin, including the potential to reduce adverse events and improve efficacyand the ability to target the tumor more accurately than native doxorubicin. Our postulated mechanism of action for aldoxorubicin is as follows: ·after administration, aldoxorubicin rapidly binds circulating albumin through the EMCH linker; ·circulating albumin preferentially accumulates in tumors, bypassing concentration in other non-tumor sites, including the heart, liver and thegastrointestinal tract; ·once albumin-bound aldoxorubicin reaches the tumor, the acidic environment of the tumor causes cleavage of the acid sensitive linker; and ·free doxorubicin is released at the site of the tumor and is taken up by the cancer cells. Pre-clinical data. In a variety of preclinical models, aldoxorubicin was superior to doxorubicin at equitoxic doses in its ability to allow an increase in thetotal doxorubicin dose, its antitumor efficacy and its safety, including a reduction in cardiotoxicity. Animal studies conducted by aldoxorubicin inventor Dr.Felix Kratz, Department of Medical Oncology, Clinical Research, at the Tumor Biology Center in Freiburg, Germany, demonstrated statistically significantefficacy compared to either placebo or native doxorubicin against breast, ovarian, pancreatic and small cell lung cancers growing in immunodeficient mice. Clinical data. A Phase 1 study of aldoxorubicin that demonstrated safety and objective clinical responses in several tumor types was completed in 2005and presented at the March 2006 Krebskongress meeting in Berlin. In this study, doses were administered every three weeks at up to six times the standarddose of doxorubicin without an increase in side effects over those historically observed with native doxorubicin. Twenty-three of 35 evaluable patients hadeither an objective clinical (partial) response or stable disease. Objective clinical responses were observed in patients with sarcoma, breast, and small cell lungcancers. We completed a Phase 1b/2 clinical trial with aldoxorubicin in patients with advanced solid tumors and presented favorable data at the American Societyfor Clinical Oncology Meeting in June 2012. In that Phase 1b/2 clinical trial, clinical benefit (defined as partial response or stable disease of more than fourmonths following up to eight cycles of treatment) with aldoxorubicin at the maximum tolerated dose was shown in 10 of 13 (76.9%) evaluable patients withrelapsed or refractory soft tissue sarcoma. In addition, best response for the 13 evaluable soft tissue sarcoma trial subjects included the following: five (38.5%) achieved partial response, as definedas tumor shrinkage of more than 30%; seven (53.8%) showed prolonged stable disease (defined as tumor shrinkage <30% from baseline or tumor growth <20%from the nadir); eight (61.5%) had tumor shrinkage; and five of eight patients (62.5%) who demonstrated either partial responses or prolonged stable diseaseafter treatment with aldoxorubicin had been previously treated with doxorubicin and had failed to respond. There were no observed cardiac toxicities and nodrug-related patient deaths. The most common adverse event, neutropenia, also observed with doxorubicin treatment, resolved prior to the start of the nexttreatment. Median estimated progression-free survival for advanced soft tissue sarcoma patients in the trial was 6.4 months with a range of 1.0 to more than10.7 months. Development Plan. In December 2011, we initiated our international Phase 2b clinical trial to evaluate the preliminary efficacy and safety ofaldoxorubicin as a first-line therapy in patients with advanced soft tissue sarcoma who are ineligible for surgery. The Phase 2b clinical trial will provide thefirst direct clinical trial comparison of aldoxorubicin with native doxorubicin, the only approved chemotherapy agent for the treatment of soft tissue sarcomas,which is dose-limited due to toxicity, as a first-line therapy. The Phase 2b clinical trial with aldoxorubicin in patients with soft tissue sarcomas is an international trial under the direction of world-renowned expert insoft tissue sarcoma treatment Sant P. Chawla, M.D., F.R.A.C.P., Director of the Sarcoma Oncology Center in Santa Monica, California. Dr. Chawla also isacting as principal investigator for our ongoing Phase 1b/2 clinical trial with aldoxorubicin. The Phase 2b clinical trial's primary objectives are to measure the progression-free survival, tumor response and overall survival of patients withadvanced soft tissue sarcomas treated with aldoxorubicin or doxorubicin. This clinical trial also will assess the safety of aldoxorubicin compared todoxorubicin in this patient population through a number of indicators, including the frequency and severity of adverse events. The open-label trial will enrollapproximately 105 patients with metastatic, locally advanced or unresectable soft tissue sarcoma at approximately 30 study centers in the United States,Hungary, Romania, Ukraine, Russia, India and Australia. We held a positive meeting with the Food and Drug Administration (“FDA”) to discuss a potential Phase 3 pivotal trial as a therapy for patients with softtissue sarcomas whose tumors have progressed following treatment with chemotherapy, and have submitted a special protocol assessment, or “SPA,” withrespect to that potential trial. 5 In addition, we have initiated a Phase 1b pharmacokinetics clinical trial in patients with metastatic solid tumors and a Phase 1b study of aldoxorubicin incombination with doxorubicin in patients with advanced solid tumors. In 2012, we completed a Phase 2 trial for patients with advanced pancreatic ductaladenocarcinomas who had relapsed or failed to respond to two prior regimens, one regimen containing gemcitabine (Gemzar®) and the other a fluoropyrimidinesuch as 5-fluorouracil. No objective clinical responses have been observed in 14 patients treated with aldoxorubicin alone, and we are considering testing thecombination aldoxorubicin and the commonly-prescribed drug Abraxane for second-line treatment of that indication. Tamibarotene Tamibarotene is an orally available, synthetic retinoid rationally designed to overcome resistance and reduce the toxic side effects of differentiation therapywith all-trans retinoic acid, or “ATRA,” a component of the current first-line treatment for acute promyelocytic leukemia, or “APL.” Tamibarotene for the treatment of NSCLC. More than 220,000 new cases of lung cancer occur in the United States each year, and more than 1.5million occur annually worldwide. Deaths due to lung cancer account for the majority of cancer-related deaths and the five-year survival ranges between 8%and 15%. Non-small-cell lung cancer, or “NSCLC,” accounts for approximately 85% of all lung cancers, with the subsets adenocarcinoma representing 35%to 40%, squamous cell carcinoma accounting for 25% to 30% and large cell carcinoma accounting for 10% to 15%. A Phase 2 clinical trial of 107 patients conducted by Arrieta et al. and published in the peer-reviewed Journal of Clinical Oncology (2010; 28: 3463-3471)compared ATRA added to a regimen of paclitaxel plus cisplatin to a regimen of paclitaxel plus cisplatin alone as a treatment for patients with advancedNSCLC. The group administered ATRA plus the chemotherapy agents showed improved response rates of 55.8% versus 25.4%, and increased progression-free survival of 8.9 months versus 6.0 months. Median overall survival was increased from 9.5 months to 23.5 months when ATRA was added to the abovechemotherapy regimen, representing a 14-month median extension of life. Tamibarotene was developed to overcome resistance to ATRA. In vitro, tamibarotene is approximately ten times more potent than ATRA, and tamibarotenehas a lower affinity for cellular retinoic acid binding protein, or CRABP, which we believe should allow increased cellular exposure after administration. Thismay enhance tamibarotene’s potential efficacy, because patients may be able to experience benefits from the drug for a more prolonged period. Tamibarotenedoes not bind the RAR-g receptor, the major retinoic acid receptor in the dermal epithelium, which should lessen the occurrence of skin toxicities. Development Plan. We have initiated an international, randomized Phase 2b clinical trial, in which patients with stage IIIB (with pleural effusions, orfluid in the chest cavity) or stage IV NSCLC will be treated with up to six cycles of paclitaxel plus carboplatin and either tamibarotene or placebo. Theprimary objective of the clinical trial is to determine the objective response rate (complete and partial responses) and progression-free survival. Secondarily, thestudy will evaluate overall survival, quality-of-life and the pharmacokinetics of tamibarotene in this population. The clinical trial, which has reached its targetenrollment of 140 patients, is being conducted in several clinical sites in the United States, Mexico, Eastern Europe and India. 6 Tamibarotene for the treatment of APL. Acute promyelocytic leukemia, or APL, is a rare type of acute myeloid leukemia characterized by the t(15;17)translocation, which fuses the promyelocytic leukemia, or PML, gene on chromosome 15 to the retinoic acid receptor, or “RARa,” gene on chromosome 17.This fusion causes abnormal cell growth. Between 1,200-1,500 individuals are diagnosed with APL each year. Differentiation therapy with ATRA is the basis for the treatment of APL. Patients that initially respond to front-linesometimes relapse, but over 90% of these patients will have complete responses to ATRA when added to arsenic trioxide. Arsenic trioxide is administeredintravenously and is associated with significant toxicity, including irregular heartbeat. There currently is no standard of care for patients who do not respondto ATRA and arsenic trioxide, or who respond but subsequently relapse. In 2007, the FDA granted Orphan Drug Designation and Fast Track Designation forthe use of tamibarotene in the extremely small number of patients with APL who relapse after treatment with ATRA and chemotherapy, then ATRA plus arsenictrioxide. Even large, major cancer treatment centers, such as M.D. Anderson Cancer Center, may see only one APL patient per year who have relapsed aftersecond line chemotherapy. Development Plan. Although there is currently a SPA in place with the FDA for a Phase 2 registration clinical trial, known as STAR-1, to evaluate theefficacy and safety of tamibarotene as a third-line treatment for APL, there are currently no open sites and we are not enrolling patients in the trial. We docontinue to provide tamibarotene to relapsed APL patients on a compassionate need basis. Bafetinib Bafetinib (formerly INNO-406) is an orally bioavailable, rationally designed, inhibitor of several Src kinases developed by the Japanese pharmaceuticalcompany Nippon Shinyaku, to overcome some of the limitations of Gleevec and other tyrosine kinase inhibitors in resistant chronic myelogenous leukemia,or CML. In addition to its Bcr-Abl inhibitory properties, bafetinib is a potent and specific inhibitor of Lyn and Fyn kinases. These kinases are reported to beinvolved in both solid and hematological cancers. Lyn kinase’s involvement in the B-cell signaling pathway led us to evaluate bafetinib in B-cell malignanciessuch as chronic lymphocytic leukemia (“CLL”). We hold rights to bafetinib in all territories except Japan. Bafetinib for B-CLL. B-cell chronic lymphocytic leukemia, or “B-CLL,” is the most common form of leukemia in adults in Western countries. Morethan 16,000 new cases of B-CLL are reported in the United States, alone, each year; however up to an estimated 40% of cases may not be reported due tounder-diagnosis and lack of placement in cancer registries. Our Phase 2 proof-of-concept clinical trial to evaluate the preliminary efficacy and safety of its oncology drug candidate bafetinib in patients with high-risk B-cell chronic lymphocytic leukemia (B-CLL) was initiated in May 2010. In that clinical trial, high-risk B-CLL patients who had failed treatment withfirst-line agents were self-administered oral doses of bafetinib twice daily. We have announced that results from that clinical trial demonstrated bafetinib'sclinical activity and preliminary safety in patients with relapsed or refractory B-CLL. We plan to seek a partner for any further development of bafetinib in order to focus our resources on the development of aldoxorubicin and tamibarotene. Reverse Stock Split On May 16, 2012, we effected a 1-for-7 reverse stock split of our outstanding shares of common stock and our common stock began trading on TheNASDAQ Capital Market on a split-adjusted basis. All share and per share amounts in this Annual Report have been adjusted to reflect the reverse stocksplit as if it had occurred at the beginning of the earliest period presented. Disposition of Molecular Chaperone Assets Until 2011, we owned the rights to two drug candidates, arimoclomol and iroxanadine, based on molecular chaperone regulation technology that weredesigned to repair or degrade mis-folded proteins associated with disease. On May 13, 2011, we sold all pre-clinical and clinical data, intellectual propertyrights and other assets relating to those compounds to Orphazyme ApS in exchange for a cash payment of $150,000 and the right to receive various futurepayments that are contingent upon the achievement of specified regulatory and business milestones, as well as royalty payments based on a specifiedpercentage of any eventual net sales of products derived from the assets. 7 Our Separation from RXi Pharmaceuticals Corporation We formed RXi Pharmaceuticals Corporation (now known as Galena Biopharma, Inc.), or “RXi,” in 2006 to develop our assets related to RNAinterference technology. A dividend of shares of RXi to our stockholders in 2008 reduced our ownership of RXi shares to less than 50%, and we reflected ourinvestment in RXi based on the equity method of accounting. In 2009, the investment balance in RXi was reduced to zero, and we stopped recording our shareof losses from RXi. On June 30, 2010, we sold 2.0 million common shares of RXi and our ownership in RXi was reduced to approximately 3.1 million sharesof common stock. We thereafter began to account for those shares as available for sale, and increases or decreases in the value of these shares were included aspart of comprehensive income or loss. This investment was shown on the balance sheet at market value, based on RXi’s closing stock price as reported onThe Nasdaq Capital Market. We sold our remaining number of shares of RXi common stock in December 2010. Innovive Acquisition Agreement On September 19, 2008, we completed our merger acquisition of Innovive Pharmaceuticals, Inc., or Innovive, and its clinical-stage cancer productcandidates, including aldoxorubicin and tamibarotene. Under the merger agreement by which we acquired Innovive, we agreed to pay the former Innovivestockholders up to approximately $18.3 million of future earnout merger consideration, subject to our achievement of specified net sales under the Innovivelicense agreements. The earnout merger consideration, if any, will be payable in shares of our common stock, subject to specified conditions, or, at ourelection, in cash or by a combination of shares of our common stock and cash. Our common stock will be valued for purposes of any future earnout mergerconsideration based upon the trading price of our common stock at the time the earnout merger consideration is paid. The earnout will be accrued when earned. Research and Development Expenditures for research and development activities related to continuing operations were $12.7 million, $15.5 million and $8.5 million for the yearsended December 31, 2012, 2011 and 2010, or approximately 60%, 67%, and 50%, respectively, of our total expenses. For further information regarding ourresearch and development activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. Manufacturing We have no capability to manufacture supplies of any of our products, and rely on third-party manufacturers to produce materials needed for researchand clinical trials. We have contracted with various contract manufacturing facilities for supply of our product candidates, including aldoxorubicin andtamibarotene, and we additionally have an arrangement with TMRC Co., Ltd., or “TMRC,” our licensor of tamibarotene, relating to supply of tamibarotene. To be commercialized, our products also must be capable of being manufactured in commercial quantities in compliance with stringent regulatoryrequirements and at an acceptable cost. We intend to rely on third-party manufacturers to produce commercial quantities of any products for which we are ableto obtain marketing approval. We have not commercialized any product or demonstrated that any of our product candidates can be manufactured incommercial quantities in accordance with regulatory requirements or at an acceptable cost. If our product candidates cannot be manufactured in suitable quantities and in accordance with regulatory standards, our clinical trials, regulatoryapprovals, and marketing efforts for such products may be delayed. Such delays could adversely affect our competitive position and our chances ofgenerating significant recurring revenues. If our products are not able to be manufactured at an acceptable cost, the commercial success of our products may beadversely affected. Marketing Our tentative plan is to establish our own sales force and marketing capability in order to commercialize aldoxorubicin and tamibarotene in the U.S. andto seek a marketing partner for commercialization in other territories. 8 Patents and Proprietary Technology We actively seek patent protection for our technologies, processes, uses, and ongoing improvements and consider our patents and other intellectualproperty to be critical to our business. We regularly evaluate the patentability of new inventions and improvements developed by us or our collaborators, and,whenever appropriate, will endeavor to file U.S. and international patent applications to protect these new inventions and improvements. We cannot be certainthat any of the current pending patent applications we have filed or licensed, or any new patent applications we may file or license, will ever be issued in theU.S. or any other country. There also is no assurance that any issued patents will be effective to prevent others from using our products or processes. It is alsopossible that any patents issued to us, as well as those we have licensed or may license in the future, may be held invalid or unenforceable by a court, or thirdparties could obtain patents that we would need to either license or to design around, which we may be unable to do. Current and future competitors may havelicensed or filed patent applications or received patents, and may acquire additional patents and proprietary rights relating to compounds, products orprocesses that may be competitive with ours. In addition to patent protection, we attempt to protect our proprietary products, processes and other information by relying on trade secrets and non-disclosure agreements with our employees, consultants and certain other persons who have access to such products, processes and information. Under theagreements, all inventions conceived by employees are our exclusive property, but there is no assurance that these agreements will afford significant protectionagainst misappropriation or unauthorized disclosure of our trade secrets and confidential information. As of March 11, 2013, we hold rights in three granted U.S. patents, 53 granted foreign patents, two pending U.S. applications, and five pendingforeign patent applications covering aldoxorubicin and related technologies. Our intellectual property holdings relating to aldoxorubicin and related technologiesinclude an exclusive license from KTB Tumorforschungs GmbH to U.S. and foreign patents and patent applications. Patents and applications that coverpharmaceutical compositions of aldoxorubicin, processes for their production, and their use in treatment methods (e.g., cancer, viral diseases, autoimmunediseases, and acute or chronic inflammatory diseases) have an unextended patent term until June 2020.As of March 11, 2013, we hold exclusive licenses from TMRC in one U.S. patent, one Canadian patent, and one European patent covering variouscrystal forms of tamibarotene, pharmaceutical compositions comprising these crystal forms, and methods for their production; and two pending U.S.applications, five granted foreign patents, and one pending European application covering pharmaceutical compositions comprising combinations oftamibarotene with other anti-cancer drugs. We also hold exclusive licenses in one granted U.S. patent, one allowed Canadian patent application, one pendingEuropean patent application and one pending Mexican patent application covering a capsule preparation of tamibarotene and its use for blood cancer and solidcancer. Patents and applications that cover various crystal forms of tamibarotene, pharmaceutical compositions comprising these crystal forms, and methodsfor their production have an unextended patent term until August 2021. Patents and applications that cover combinations of tamibarotene with other anti-cancer drugs have an unextended patent term until February 2027. Patents and applications that cover capsule preparation of tamibarotene and its use forblood cancer and solid cancer have an unextended patent term until March 2028.As of March 11, 2013, our exclusive license from Nippon Shinyaku to bafetinib and related technologies includes two granted U.S., 30 granted foreignpatents applications, and three pending foreign applications. Patents and applications that cover bafetinib, pharmaceutical compositions of bafetinib, andtheir use in treating leukemia have an unextended patent term until June 2023 or December 2024. LICENSE AGREEMENTS Aldoxorubicin We have an agreement with KTB Tumorforschungs GmbH, or “KTB,” for the license of patent rights held by KTB for the worldwide development andcommercialization of aldoxorubicin. The license is exclusive and worldwide, applies to all product that may be subject to the licensed intellectual property andmay be used in all fields of use. We may sublicense the intellectual property in our sole discretion. The agreement also grants us an option to include within thelicense any technology that is claimed or disclosed in the licensed patents and patent applications for use in the field of oncology and the right of first refusalon any license that KTB wishes to make to a third party regarding any technology that is claimed or disclosed in the licensed patents and patent applicationsfor use in the field of oncology. 9 Under the agreement, we must make payments to KTB in the aggregate of $7.5 million upon meeting clinical and regulatory milestones up to andincluding the product’s second final marketing approval. We also agreed to pay: ·commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ·a percentage of non-royalty sub-licensing income (as defined in the agreement); and ·milestones of $1 million for each additional final marketing approval that we obtain. In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we will deduct a percentage ofthose payments from the royalties due KTB, up to an agreed upon cap. This deduction includes a percentage of any payments that might be required to bemade by us to Bristol-Myers Squibb. Bristol-Myers Squibb holds a patent on technology that might be considered to block the patents and patent applicationsthat are the subject of the agreement with KTB. Under the agreement with KTB, we must use commercially reasonable efforts to conduct the research and development activities we determine arenecessary to obtain regulatory approval to market the product in those countries that we determine are commercially feasible. Under the agreement, KTB is touse its commercially reasonable efforts to provide us with access to suppliers of the API of the product on the same terms and conditions as may be providedto KTB by those suppliers. The agreement will expire on a product-by-product basis upon the expiration of the subject patent rights. We have the right to terminate the agreement on 30days notice, provided we pay a cash penalty to KTB. KTB may terminate the agreement if we are in breach and the breach is not cured within a specified cureperiod or if we fail to use diligent and commercial efforts to meet specified clinical milestones. Tamibarotene We have agreements with TMRC for the license of patent rights held by TMRC for North American and European development and commercialization oftamibarotene. The license is exclusive, applies to all products that may be subject to the licensed intellectual property and may be used in the treatment of APLand NSCLC. We may sublicense the intellectual property in our sole discretion. The agreement also grants us an option to include within the license the use ofthe drug in certain other cancers. Under the agreement for North American rights, we must pay TMRC royalties based on net sales and make payments to TMRC in the aggregate of up to¥ 490 million, or $5.71 million, upon meeting clinical, regulatory, and sales milestones up to and including the first commercial sale of the product for thetreatment of APL. Further milestone payments may become due upon certain events related to other indications. Under the agreement for European rights, we must pay TMRC royalties based on net sales and make payments to TMRC in the aggregate of ¥480 million, or $5.59 million, upon meeting clinical, regulatory and sales milestones up to and included the first commercial sale of the product for treatmentof APL. Further milestone payments may become due upon certain events related to other indications. Under the agreements, we must use commercially reasonable efforts to conduct the research and development activities we determine are necessary toobtain regulatory approval to market the product in those countries in North America and Europe that we determine are commercially feasible. Bafetinib We are party to an exclusive, worldwide (with the exception of Japan) royalty-bearing license agreement with Nippon Shinyaku, including the right togrant sublicenses, for the intellectual property relating to bafetinib in all fields. The license agreement will continue so long as we sell products subject to thelicense in any country. The bafetinib license covers two Patent Cooperation Treaty, or PTC, applications filed in 2003 and 2004, respectively. Under the agreement, we are obliged to pay Nippon Shinyaku an aggregate of $13.35 million (including $5 million upon the product’s initial finalmarketing approval) upon the achievement of clinical and regulatory milestones up to and including approvals in the U.S. and Europe. We also will be obligedto pay: ·commercially reasonable royalties based on a percentage of net sales (as defined in the Nippon Shinyaku license agreement), dependent on reachingcertain revenue thresholds; 10 ·annual minimum payments if sales of bafetinib do not meet specified levels; and ·a percentage of non-royalty sub-licensing income (as defined in the license agreement). The agreement includes covenants that require us to, among other things, file an NDA by a specific future date and use our commercially reasonableefforts to bring a licensed product to market. In the event that we breach a material term of the Nippon Shinyaku license agreement, Nippon Shinyaku has theoption to terminate the agreement following notice to us and an opportunity to cure such breach. Competition Aldoxorubicin is a tumor-targeted conjugate of doxorubicin, a widely used anti-cancer drug. Doxorubicin is part of the anthracycline class ofchemotherapy agents. Anthracyclines, many of which are generic including doxorubicin, have been used throughout the world to treat various cancers forseveral decades. Due to their track record of broad anti-cancer activity, new types of anthracyclines and modified or reformulated versions continue to bedeveloped to overcome toxicities which limit the use of these drugs. Aldoxorubicin is a chemically modified version of doxorubicin that incorporates an acid sensitive linker technology to improve targeting to the tumor. Webelieve that the albumin-binding ability of aldoxorubicin will allow the compound to overcome many of the side effect issues typically associated withanthracyclines. We also believe that using albumin as a targeted carrier will allow for higher dosing and greater efficacy. Soft tissue sarcoma patients are typically treated with surgery followed by radiation therapy. For patients ineligible for surgery, radiation and/orchemotherapy is the only option. Doxorubicin is the only approved drug for treating soft tissue sarcoma patients who are ineligible for surgery and is oftenused in combination with radiation. The National Comprehensive Cancer Network also includes the use of ifosfamide, epirubicin, gemcitabine, dacarbazineand liposomal doxorubicin marketed in the U.S. as Doxil by Johnson & Johnson. GlaxoSmithKline’s Votrient was approved in the United States and Europein 2012 for the treatment of advanced soft tissue sarcomas following prior chemotherapy. Other approaches to treating soft tissue sarcoma are in late-stageclinical development. These include Threshhold Pharmaceuticals’ TH-302, trabectedin being co-developed by Johnson and Johnson and PharmaMar andZIOPHARM Oncology’s palifosfamide. Non-small-cell lung cancer, or “NSCLC,” is a competitive indication in which patients are treated with a variety of agents. The standard regimen forfirst-line locally advanced or metastatic NSCLC is a doublet comprised of a platinum agent combined with a taxane, vinka alkaloid or antimetabolite. Theaddition of Genentech/Roche’s Avastin to the standard treatment doublet has resulted significant improvements in survival and rates of remission. Tarceva byOSI and Genentech/Roche and Iressa by AstraZeneca have shown benefit in second-line regimens for specific patients but have not conferred survival benefit.Alimta by Eli Lilly is approved in combination with a platinum agent for the first-line treatment of non-squamous NSCLC. It is also approved as amaintenance therapy for patients that have responded to chemotherapy. In 2011, Pfizer’s Xalkori was approved for the treatment of advanced NSCLCpatients with a specific and rare gene mutation. In addition, there are several drugs in late-stage development, including Eisai’s eribulin, Eli Lilly & Co.’snecitumumab and Pfizer’s dacomitinib. To our knowledge, there are no competitors in clinical development for refractory APL. Currently, treatment of APL is based on induction andmaintenance therapy with ATRA and chemotherapy (typically idarubicin). ATRA and idarubicin are both generic compounds. Arsenic trioxide, currentlymarketed by Teva Pharmaceuticals, is approved for use in patients who have relapsed after ATRA-based therapy in APL. There are no FDA-approvedtherapies for patients who have failed arsenic trioxide. In practice, it appears that patients who fail arsenic trioxide are retreated with ATRA. There are currently four marketed competitors to bafetinib (formerly INNO-406) in the CML market, Gleevec®, Sprycel®, Tasigna and Iclusig. Gleevecis approved for treatment of newly diagnosed adult patients with Philadelphia chromosome–positive chronic myeloid leukemia (Ph+ CML) in the chronicphase and patients with Ph+ CML in blast crisis (BC), accelerated phase (AP), or in the chronic phase (CP) after failure of interferon-alpha therapy. Sprycel®and Tasigna® are approved for Gleevec-resistant CML and have since been approved for the treatment of newly diagnosed adult patients with Ph+ CML. Iclusig is approved for treating adults with CML that are resistant or intolerant to prior tyrosine kinase inhibitor (TKI) therapy. In addition to TKIs, Synriboby Teva Pharmaceuticals was approved for treating CML patients that had received prior TKI treatment. Because of the highly competitive nature of the CMLmarket including drug candidates in development, we have not pursued development for that indication. We selected B-CLL due to the potent and specificinhibitory properties of bafetinib against Lyn and Fyn kinases. Lyn and Fyn kinases are members of the Src family of kinases which are known to beinvolved in cell growth, and those kinases are overexpressed in B-CLL. 11 There are several drugs approved for the treatment of CLL. First-line therapy for CLL includes a variety of combination therapies including fludarabine,cyclophosphamide, Rituxan® and Campath®. Treatment for relapsed or refractory CLL includes several chemotherapy regimens including CHOP, CFAR,hyperCFAD and OFAR in addition to single agents including GlaxoSmithKline’s ArzerraTM and Sanofi-Aventis’ OfortaTM. Arzerra was approved inOctober 2009 for CLL patients who are refractory to treatment with fludarabine and Campath. Oforta, an oral tablet formulation of fludarabine, wasapproved in December 2008 as a second-line treatment for CLL. Several drugs are in clinical trials for CLL including Gilead’s GS-1101 (formerly CAL-101),Infinity Pharmaceutical’s IPI-145 and Pharmacyclics’ ibrutinib. Many companies, including large pharmaceutical and biotechnology firms with financial resources, research and development staffs, and facilities thatmay be substantially greater than those of ours or our strategic partners or licensees, are engaged in the research and development of pharmaceutical productsthat could compete with our potential products. To the extent that we seek to acquire, through license or otherwise, existing or potential new products, we willbe competing with numerous other companies, many of which will have substantially greater financial resources, large acquisition and research anddevelopment staffs that may give those companies a competitive advantage over us in identifying and evaluating these drug acquisition opportunities. Anyproducts that we acquire will be competing with products marketed by companies that in many cases will have substantially greater marketing resources thanwe have. The industry is characterized by rapid technological advances and competitors may develop their products more rapidly and such products may bemore effective than those currently under development or that may be developed in the future by our strategic partners or licensees. Competitive products for anumber of the disease indications that we have targeted are currently being marketed by other parties, and additional competitive products are underdevelopment and may also include products currently under development that we are not aware of or products that may be developed in the future. Government Regulation The U.S. and other developed countries extensively regulate the preclinical and clinical testing, manufacturing, labeling, storage, record-keeping,advertising, promotion, export, marketing and distribution of drugs and biologic products. The FDA, under the Federal Food, Drug, and Cosmetic Act, thePublic Health Service Act and other federal statutes and regulations, regulates pharmaceutical and biologic products. To obtain approval of our product candidates from the FDA, we must, among other requirements, submit data supporting safety and efficacy for theintended indication as well as detailed information on the manufacture and composition of the product candidate. In most cases, this will require extensivelaboratory tests and preclinical and clinical trials. The collection of these data, as well as the preparation of applications for review by the FDA involvesignificant time and expense. The FDA also may require post-marketing testing to monitor the safety and efficacy of approved products or place conditions onany approvals that could restrict the therapeutic claims and commercial applications of these products. Regulatory authorities may withdraw productapprovals if we fail to comply with regulatory standards or if we encounter problems at any time following initial marketing of our products. The first stage of the FDA approval process for a new drug involves completion of preclinical studies and the submission of the results of these studies tothe FDA. These data, together with proposed clinical protocols, manufacturing information, analytical data and other information submitted to the FDA, in aninvestigational new drug application, or IND, must become effective before human clinical trials may commence. Preclinical studies generally involve FDAregulated laboratory evaluation of product characteristics and animal studies to assess the efficacy and safety of the product candidate. After the IND becomes effective, a company may commence human clinical trials. These are typically conducted in three sequential phases, but thephases may overlap. Phase 1 trials consist of testing of the product candidate in a small number of patients or healthy volunteers, primarily for safety at oneor more doses. Phase 2 trials, in addition to safety, evaluate the efficacy of the product candidate in a patient population somewhat larger than Phase 1 trials.Phase 3 trials typically involve additional testing for safety and clinical efficacy in an expanded population at multiple test sites. A company must submit tothe FDA a clinical protocol, accompanied by the approval of the Institutional Review Boards at the institutions participating in the trials, prior tocommencement of each clinical trial. To obtain FDA marketing authorization, a company must submit to the FDA the results of the preclinical and clinical testing, together with, among otherthings, detailed information on the manufacture and composition of the product candidate, in the form of a new drug application, or NDA. 12 The amount of time taken by the FDA for approval of an NDA will depend upon a number of factors, including whether the product candidate hasreceived priority review, the quality of the submission and studies presented, the potential contribution that the compound will make in improving thetreatment of the disease in question, and the workload at the FDA. The FDA may, in some cases, confer upon an investigational product the status of a fast-track product. A fast-track product is defined as a new drug orbiologic intended for the treatment of a serious or life-threatening condition that demonstrates the potential to address unmet medical needs for this condition.The FDA can base approval of an NDA for a fast-track product on an effect on a surrogate endpoint, or on another endpoint that is reasonably likely topredict clinical benefit. If a preliminary review of clinical data suggests that a fast-track product may be effective, the FDA may initiate review of entiresections of a marketing application for a fast-track product before the sponsor completes the application. We anticipate that our products will be manufactured by our strategic partners, licensees or other third parties. Before approving an NDA, the FDA willinspect the facilities at which the product is manufactured and will not approve the product unless the manufacturing facilities are in compliance with theFDA’s cGMP, which are regulations that govern the manufacture, holding and distribution of a product. Our manufacturers also will be subject to regulationunder the Occupational Safety and Health Act, the National Environmental Policy Act, the Nuclear Energy and Radiation Control Act, the Toxic SubstanceControl Act and the Resource Conservation and Recovery Act. Following approval, the FDA periodically inspects drug and biologic manufacturing facilities toensure continued compliance with the good manufacturing practices regulations. Our manufacturers will have to continue to comply with those requirements.Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing or recall orseizure of product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketing restrictionsthrough labeling changes or market removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or ifproblems concerning safety or efficacy of the product occur following approval. The labeling, advertising, promotion, marketing and distribution of a drug or biologic product also must be in compliance with FDA and Federal TradeCommission requirements which include, among others, standards and regulations for off-label promotion, industry sponsored scientific and educationalactivities, promotional activities involving the internet, and direct-to-consumer advertising. We also will be subject to a variety of federal, state and localregulations relating to the use, handling, storage and disposal of hazardous materials, including chemicals and radioactive and biological materials. Inaddition, we will be subject to various laws and regulations governing laboratory practices and the experimental use of animals. In each of these areas, asabove, the FDA has broad regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of productapprovals, seize or recall products, and deny or withdraw approvals. We will also be subject to a variety of regulations governing clinical trials and sales of our products outside the U.S. Whether or not FDA approval hasbeen obtained, approval of a product candidate by the comparable regulatory authorities of foreign countries and regions must be obtained prior to thecommencement of marketing the product in those countries. The approval process varies from one regulatory authority to another and the time may be longeror shorter than that required for FDA approval. In the European Union, Canada and Australia, regulatory requirements and approval processes are similar, inprinciple, to those in the U.S. Employees As of March 11, 2013, we had 15 employees, six of whom were engaged in clinical development activities and nine of whom were involved inmanagement and administrative operations. Available Information We maintain a website at www.cytrx.com and make available there, free of charge, our periodic reports filed with the Securities and ExchangeCommission, or “SEC,” as soon as is reasonably practicable after filing. The public may read and copy any materials we file with the SEC at the SEC’sPublic Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room bycalling the SEC at 1-800-SEC-0330. The SEC maintains a website at http:/www.sec.gov that contains reports, proxy and information statements, and otherinformation regarding issuers such as us that file electronically with the SEC. Among other things, we post on our website our Code of Business Conduct andEthics. 13 Item 1A. RISK FACTORS Risks Associated With Our Business We have operated at a loss and will likely continue to operate at a loss for the foreseeable future. We have operated at a loss due to our ongoing expenditures for research and development of our product candidates and for general and administrativepurposes and lack of significant recurring revenues. We incurred a net loss of $18.0 million for the year ended December 31, 2012, a net loss of $14.4million for the year ended December 31, 2011 and a net profit of $0.4 million attributable to a gain from the sale of RXi shares and other short-terminvestments for the year ended December 31, 2010. We had an accumulated deficit as of December 31, 2012 of $228.9 million. We are likely to continue toincur losses unless and until we are able to commercialize one or more of our product candidates. These losses, among other things, have had and willcontinue to have an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks and uncertainties associated with ourproduct development efforts, we are unable to predict when we may become profitable, if at all. If we do not become profitable or are unable to maintain futureprofitability, the market value of our common stock will be adversely affected. Because we have no source of significant recurring revenue, we must depend on financing to sustain our operations. Developing products and conducting clinical trials require substantial amounts of capital. To date, we have relied primarily upon proceeds from sales ofour equity securities, sales of shares of common stock of our former RXi subsidiary and proceeds from the exercise of options and warrants to generate fundsneeded to finance our business and operations. We will need to raise additional capital to, among other things: ·fund our clinical trials and pursue regulatory approval of our existing and possible future product candidates; ·expand our research and development activities; ·finance our general and administrative expenses; ·acquire or license new technologies; ·prepare, file, prosecute, maintain, enforce and defend our patent and other proprietary rights; and ·develop and implement sales, marketing and distribution capabilities to successfully commercialize any product for which we obtain marketingapproval and choose to market ourselves. Our revenues were $0.1 million, $0.3 million and $0.1 million, respectively, for the years ended December 31, 2012, 2011 and 2010. We will have nosignificant recurring revenues unless we are able to commercialize one or more of our product candidates in development, which may require us to first enterinto license or other strategic arrangements with third parties. At December 31, 2012, we had cash and cash equivalents of approximately $14.3 million and short-term investments of $24.0 million. Managementbelieves that our current resources will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projectedexpenditures for fiscal 2013 of approximately $25.2 million, which includes approximately $8.3 million for our clinical programs for aldoxorubicin,approximately $3.7 million for our clinical program for tamibarotene, approximately $6.7 million for general operation of our clinical programs, andapproximately $6.5 million for other general and administrative expenses. These projected expenditures are based upon numerous assumptions and subject tomany uncertainties, and our actual expenditures may be significantly different from these projections. If we obtain marketing approval and successfully commercialize our product candidates, we anticipate it will take a minimum of several years, andlikely longer, for us to generate significant recurring revenue, and we will be dependent on future financing until such time, if ever, as we can generatesignificant recurring revenue. Our ability to raise capital may be adversely affected by the continued weak economic recovery in the United States. We have nocommitments from third parties to provide us with any additional financing, and we may not be able to obtain future financing on favorable terms, or at all. 14 Failure to obtain adequate financing would adversely affect our ability to operate as a going concern. If we raise additional funds by issuing equitysecurities, dilution to stockholders may result and new investors could have rights superior to holders of the shares issued in this offering. In addition, debtfinancing, if available, may include restrictive covenants. If adequate funds are not available to us, we may have to liquidate some or all of our assets or todelay or reduce the scope of or eliminate some portion or all of our development programs or clinical trials. We also may have to license to other companies ourproduct candidates or technologies that we would prefer to develop and commercialize ourselves. If we do not achieve our development goals in the time frames we estimate, the commercialization of our products may be delayed and ourbusiness prospects may suffer. Our estimated expenditures also may prove to be materially inaccurate. From time to time, we estimate the timing of the accomplishment of various scientific, clinical, regulatory and other product development goals, which wesometimes refer to as milestones. These milestones may include the commencement or completion of scientific studies and clinical trials and the submission ofregulatory filings such as the discussion in this prospectus supplement of the expected timing of certain milestones relating to our aldoxorubicin, tamibaroteneand bafetinib clinical development programs. We also may disclose estimated expenditures or other forecasts for future periods such as the statements above in this prospectus supplement regardingour current estimated expenditures for fiscal 2013. These and other financial estimates are based on management’s current expectations and do not contain anymargin of error or cushion for any specific uncertainties, or for the uncertainties inherent in all financial estimates. The actual timing of milestones and actual expenditures or other financial results can vary dramatically compared to our estimates, in some cases forreasons beyond our control. If we do not meet milestones or financial projections as announced from time to time, the development and commercialization ofour products may be delayed and our business prospects may suffer. Our assumptions underlying these estimates may significantly change or prove to beinaccurate. Accordingly, you should not unduly rely on any of these financial estimates. If our products are not successfully developed and approved by the FDA or foreign regulatory authorities, we may be forced to reduce orcurtail our operations. All of our product candidates in development must be approved by the FDA or corresponding foreign governmental agencies, before they can bemarketed. The process for obtaining FDA and foreign government approvals is both time-consuming and costly, with no certainty of a successful outcome.This process typically includes the conduct of extensive pre-clinical and clinical testing, including post-approval testing, which may take longer or cost morethan we or our licensees, if any, anticipate, and may prove unsuccessful due to numerous factors. Product candidates that may appear to be promising at earlystages of development may not successfully reach the market for a number of reasons. The results of preclinical and initial clinical testing of these productcandidates may not necessarily be predictive of the results that will be obtained from later or more extensive testing. Companies in the pharmaceutical andbiotechnology industries have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier trials. Numerous factors could affect the timing, cost or outcome of our product development efforts, including the following: ·difficulty in enrolling patients in conformity with required protocols or projected timelines; ·requirements for clinical trial design imposed by the FDA; ·unexpected adverse reactions by patients in trials; ·difficulty in obtaining clinical supplies of the product; ·changes in or our inability to comply with FDA or foreign governmental product testing, manufacturing or marketing requirements; 15 ·regulatory inspections of clinical trials or manufacturing facilities, which may, among other things, require us or our manufacturers or licenseesto undertake corrective action or suspend or terminate the affected clinical trials if investigators find them not to be in compliance with applicableregulatory requirements; ·inability to generate statistically significant data confirming the safety and efficacy of the product being tested; ·modification of the product during testing; and ·reallocation of our limited financial and other resources to other clinical programs. It is possible that none of the product candidates we develop will obtain the regulatory approvals necessary for us to begin selling them. The time requiredto obtain FDA and foreign governmental approvals is unpredictable, but often can take years following the commencement of clinical trials, depending uponthe complexity of the product candidate. Any analysis we perform on data from clinical activities is subject to confirmation and interpretation by regulatoryauthorities, which could delay, limit or prevent regulatory approval. Furthermore, even if we obtain regulatory approvals, our products and the manufacturing facilities used to produce them will be subject to continualreview, including periodic inspections and possible mandatory post-approval clinical trials by the FDA and other U.S. and foreign regulatory authorities. Anydelay or failure in obtaining required approvals or to comply with post-approval regulatory requirements could have a material adverse effect on our ability togenerate revenue from the particular product candidate. The failure to comply with any post-approval regulatory requirements also could result in therescission of the related regulatory approvals or the suspension of sales of the offending product. Our current and planned clinical trials of our product candidates may fail to show that these product candidates are clinically safe andeffective, or that they are better than alternative treatments. Aldoxorubicin was no more toxic than free doxorubicin in a Phase 1 clinical trial and showed limited biological responses against certaintumors. However, these results may not be reproducible in larger clinical trials, including the ongoing Phase 1b/2 and Phase 2b clinical trials of aldoxorubicinas a treatment for soft tissue sarcomas. Tamibarotene has been shown to be safe, well-tolerated, and efficacious in the Japanese APL population. However, it is possible that the response to thedrug may be different in American or European populations. Furthermore, the efficacy studies that led to approval in Japan occurred prior to the advent of theuse of arsenic trioxide, or ATO, for second-line therapy. It is possible that the current use of ATO could alter the safety or efficacy of tamibarotene. The FDAmight not accept the Japanese studies as a database for safety. The majority of patients treated with ATRA as a first-line therapy generally experience acomplete remission of disease. As a result of the limited population of patients requiring third-line treatment for APL, there is no assurance that we will besuccessful in recruiting a sufficient number of patients into our ongoing clinical trial of tamibarotene as a third-line treatment for APL in order to demonstrateefficacy. Any FDA-required changes to our clinical development strategy could delay or increase the cost of the trial, adversely affect our ability to demonstratethe efficacy of tamibarotene in the trial or cause us not to pursue clinical development of tamibarotene for one or more of these considerations. Tamibarotenehas never been tested in human clinical trials in patients with NSCLC, and there are no assurances that it will be safe or effective in that indication. Bafetinib demonstrated clinical responses in patients with CML in a Phase 1 clinical trial conducted in patients with CML and other leukemias that havea certain mutation called the Philadelphia Chromosome (Ph+) and are intolerant of or resistant to Gleevec and, in some cases, second-line tyrosine kinaseinhibitors. Bafetinib was tested in a human clinical trial in patients with high-risk B-CLL. Of the evaluable patients, approximately 50% had shrinkage oftheir lymph nodes and/or spleen, which is one of the goals of treatment. Larger trials to determine the safety and efficacy of bafetinib will be required, andthere are no assurances that it will be proven to be safe or effective in that indication. Even if our current trials are successful, subsequent trials may not yield statistically significant data indicating that these product candidates areclinically effective. Accordingly, we, or any development partners, may ultimately be unable to provide the FDA with satisfactory data on clinical safety andefficacy sufficient to obtain FDA approval of aldoxorubicin, tamibarotene or bafetinib for any indications. 16 We will rely upon third parties for the manufacture of our clinical product supplies. We do not have the facilities or expertise to manufacture supplies of any of our product candidates. Accordingly, we are dependent upon third-partymanufacturers, or potential future strategic alliance partners, to manufacture these supplies. We have manufacturing supply arrangements in place withrespect to a portion of the clinical supplies needed for the clinical development programs for aldoxorubicin, tamibarotene and bafetinib. However, we have nosupply arrangements for the commercial manufacture of these product candidates or any manufacturing supply arrangements for any other potential productcandidates, and we may not be able to secure needed supply arrangements on attractive terms, or at all. Our failure to secure these arrangements as neededcould have a materially adverse effect on our ability to complete the development of our products or to commercialize them. If our product candidates cannot be manufactured in suitable quantities and in accordance with regulatory standards, our clinical trials, regulatoryapprovals and marketing efforts for such products may be delayed. Such delays could adversely affect our competitive position and our chances of generatingsignificant recurring revenues. If our products cannot be manufactured at an acceptable cost, the commercial success of our products may be adverselyaffected. We may rely upon third parties in connection with the commercialization of our products. The completion of the development of aldoxorubicin, tamibarotene and bafetinib, as well as the marketing of these products, may require us to enter intostrategic alliances, license agreements or other collaborative arrangements with other pharmaceutical companies under which those companies will beresponsible for one or more aspects of the commercial development and eventual marketing of our products. Our products may not have sufficient potential commercial value to enable us to secure strategic arrangements with suitable companies on attractiveterms, or at all. If we are unable to enter into such arrangements, we may not have the financial or other resources to complete the development of any of ourproducts and may have to sell our rights in them to a third party or abandon their development altogether. To the extent we enter into collaborative arrangements, we will be dependent upon the timeliness and effectiveness of the development and marketing effortsof our contractual partners. If these companies do not allocate sufficient personnel and resources to these efforts or encounter difficulties in complying withapplicable FDA and other regulatory requirements, we may not obtain regulatory approvals as planned, if at all, and the timing of receipt or the amount ofrevenue from these arrangements may be materially and adversely affected. By entering into these arrangements rather than completing the development andthen marketing these products on our own, the profitability to us of these products may decline. We may be unable to protect our intellectual property rights, which could adversely affect our ability to compete effectively. We will be able to protect our technologies from unauthorized use by third parties only to the extent that we have rights to valid and enforceable patents orother proprietary rights that cover them. Although we have rights to patents and patent applications directed to aldoxorubicin, tamibarotene and bafetinib, thesepatents and applications may not prevent third parties from developing or commercializing similar or identical technologies. In addition, our patents may beheld to be invalid if challenged by third parties, and our patent applications may not result in the issuance of patents. The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions for whichimportant legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in biotechnology patents has emerged to date in theUnited States and in many foreign countries. The application and enforcement of patent laws and regulations in foreign countries is even more uncertain.Accordingly, we may not be able to effectively file, protect or defend our proprietary rights on a consistent basis. Many of the patents and patent applicationson which we rely were issued or filed by third parties prior to the time we acquired rights to them. The validity, enforceability and ownership of those patentsand patent applications may be challenged, and if a court decides that our patents are not valid, we will not have the right to stop others from using ourinventions. There is also the risk that, even if the validity of our patents is upheld, a court may refuse to stop others on the ground that their activities do notinfringe our patents. Any litigation brought by us to protect our intellectual property rights could be costly and have a material adverse effect on our operating results orfinancial condition, make it more difficult for us to enter into strategic alliances with third parties to develop our products, or discourage our existing licenseesfrom continuing their development work on our potential products. If our patent coverage is insufficient to prevent third parties from developing orcommercializing similar or identical technologies, the value of our assets is likely to be materially and adversely affected. We also rely on certain proprietary trade secrets and know-how, especially where we believe patent protection is not appropriate or obtainable. However,trade secrets and know-how are difficult to protect. Although we have taken measures to protect our unpatented trade secrets and know-how, including the useof confidentiality and invention assignment agreements with our employees, consultants and some of our contractors, it is possible that these persons maydisclose our trade secrets or know-how or that our competitors may independently develop or otherwise discover our trade secrets and know-how. 17 If our product candidates infringe the rights of others, we could be subject to expensive litigation or be required to obtain licenses from othersto develop or market them. Our competitors or others may have patent rights that they choose to assert against us or our licensees, suppliers, customers or potential collaborators.Moreover, we may not know about patents or patent applications that our products would infringe. For example, because patent applications do not publishfor at least 18 months, if at all, and can take many years to issue, there may be currently pending applications, unknown to us, that may later result inissued patents that our product candidates would infringe. In addition, if third parties file patent applications or obtain patents claiming technology alsoclaimed by us or our licensors in issued patents or pending applications, we may have to participate in interference proceedings in the U.S. Patent andTrademark Office to determine priority of invention. If third parties file oppositions in foreign countries, we may also have to participate in oppositionproceedings in foreign tribunals to defend the patentability of our foreign patent applications. If a third party claims that we infringe its proprietary rights, any of the following may occur: ·we may become involved in time-consuming and expensive litigation, even if the claim is without merit; ·we may become liable for substantial damages for past infringement if a court decides that our technology infringes a competitor’s patent; ·a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be available on commerciallyacceptable terms, if at all, or which may require us to pay substantial royalties or grant cross licenses to our patents; and ·we may have to redesign our product candidates or technology so that it does not infringe patent rights of others, which may not be possible orcommercially feasible. If any of these events occurs, our business and prospects will suffer and the market price of our common stock will likely decline substantially. Any drugs we develop may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reforminitiatives, which could have a material adverse effect on our business. We intend to sell our products primarily to hospitals which receive reimbursement for the health care services they provide to their patients from third-party payors, such as Medicare, Medicaid and other domestic and international government programs, private insurance plans and managed care programs.Most third-party payors may deny reimbursement if they determine that a medical product was not used in accordance with cost-effective treatment methods,as determined by the third-party payor, or was used for an unapproved indication. Third-party payors also may refuse to reimburse for experimentalprocedures and devices. Furthermore, because our programs are in the early stages of development, we are unable at this time to determine their cost-effectiveness and the level or method of reimbursement. Increasingly, the third-party payors who reimburse patients are requiring that drug companies providethem with predetermined discounts from list prices, and are challenging the prices charged for medical products. If the price we are able to charge for anyproducts we develop is inadequate in light of our development and other costs, our profitability could be adversely affected. We currently expect that any drugs we develop may need to be administered under the supervision of a physician. Under currently applicable law, drugsthat are not usually self-administered may be eligible for coverage by the Medicare program if: ·they are “incidental” to a physician’s services, ·they are “reasonable and necessary” for the diagnosis or treatment of the illness or injury for which they are administered according to acceptedstandard of medical practice, 18 ·they are not excluded as immunizations, and ·they have been approved by the FDA. We are subject to intense competition, and we may not compete successfully We and our strategic partners or licensees may be unable to compete successfully against our current or future competitors. Soft tissue sarcoma patientsare typically treated with surgery followed by radiation therapy. For patients ineligible for surgery, radiation and/or chemotherapy is the only option. Doxorubicin is the only approved drug for treating soft tissue sarcoma patients who are ineligible for surgery and is often used in combination withradiation. The National Comprehensive Cancer Network also includes the use of ifosfamide, epirubicin, gemcitabine, dacarbazine and liposomal doxorubicinmarketed in the U.S. as Doxil by Johnson & Johnson. GlaxoSmithKline’s Votrient was approved in the U.S. and Europe in 2012 for the treatment ofadvanced soft tissue sarcomas following prior chemotherapy. Other approaches to treating soft tissue sarcoma are in late stage clinical development. Theseinclude Threshhold Pharmaceuticals’ TH-302, trabectedin being co-developed by Johnson and Johnson and PharmaMar and ZIOPHARM Oncology’spalifosfamide. NSCLC is a competitive indication in which patients are treated with a variety of agents. The standard regimen for first-line locally advanced ormetastatic NSCLC is a doublet comprised of a platinum agent combined with a taxane, vinka alkaloid or antimetabolite. The addition of Genentech/Roche’sAvastin to the standard treatment doublet has resulted significant improvements in survival and rates of remission. Tarceva by OSI and Genentech/Roche andIressa by AstraZeneca have shown benefit in second-line regimens for specific patients but have not conferred survival benefit. Alimta by Eli Lilly is approvedin combination with a platinum agent for the first line treatment of non-squamous NSCLC. It is also approved as a maintenance therapy for patients that haveresponded to chemotherapy. In 2011, Pfizer’s Xalkori was approved for the treatment of advanced NSCLC patients with a specific and rare gene mutation. Inaddition, there are several drugs in late-stage development, including Eisai’s eribulin, Eli Lilly & Co.’s necitumumab and Pfizer’s dacomitinib. The pharmaceutical, biopharmaceutical and biotechnology industries are characterized by intense competition and rapid and significant technologicaladvancements. Many companies, research institutions and universities are working in a number of areas similar to our primary fields of interest to developnew products. There also is intense competition among companies seeking to acquire products that already are being marketed. Many of the companies withwhich we compete have or are likely to have substantially greater research and product development capabilities and financial, technical, scientific,manufacturing, marketing, distribution and other resources than us and at least some of our present or future strategic partners or licensees. As a result, these competitors may: ·succeed in developing competitive products sooner than we or our strategic partners or licensees; ·obtain FDA or foreign governmental approvals for their products before we can obtain approval of any of our products; ·obtain patents that block or otherwise inhibit the development and commercialization of our product candidate candidates; ·develop products that are safer or more effective than our products; ·devote greater resources than we to marketing or selling products; ·introduce or adapt more quickly than we to new technologies and other scientific advances; ·introduce products that render our products obsolete; 19 ·withstand price competition more successfully than we or our strategic partners or licensees; ·negotiate third-party strategic alliances or licensing arrangements more effectively than we; and ·take better advantage than we of other opportunities. We will be required to pay substantial milestone and other payments relating to the commercialization of our products. The agreement relating to our worldwide rights to aldoxorubicin provides for our payment of an aggregate of $7.5 million upon meeting specified clinicaland regulatory milestones up to and including the product’s second final marketing approval. We also will be obliged to pay: ·commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ·a percentage of non-royalty sub-licensing income (as defined in the agreement); and ·milestones of $1,000,000 for each additional final marketing approval that we might obtain. The agreements under which we have North American and European rights to tamibarotene provide for our payment of royalties based on net sales of anyproducts, as well as aggregate payments of $490 million for North America and $480 million for Europe upon meeting specified clinical, regulatory and salesmilestones up to and including the first commercial sale of tamibarotene for the treatment of APL. Our agreement relating to our worldwide (except Japan) rights to bafetinib provides for our payment of an aggregate of $13.35 million (including $5million upon the product’s initial final marketing approval) upon the achievement of specified clinical and regulatory milestones up to and includingapprovals in the United States and Europe. We also will be obliged to pay: ·commercially reasonable royalties based on a percentage of net sales (as defined in the agreement), dependent on reaching certain revenuethresholds; ·annual minimum payments if sales of bafetinib do not meet specified levels; and ·a percentage of non-royalty sub-licensing income (as defined in the agreement). If we are required to pay any third party in order to exercise our rights under the agreement, we will deduct a percentage of those payments from theroyalties due under the agreement, up to an agreed-upon cap. Under the merger agreement by which we acquired Innovive, we agreed to pay the former Innovive stockholders a total of up to approximately $18.3million of future earnout merger consideration, subject to our achievement of specified net sales under the Innovive license agreements of aldoxorubicin,tamibarotene and bafetinib. The earnout merger consideration, if any, will be payable in shares of our common stock, subject to specified conditions, or, atour election, in cash or by a combination of shares of our common stock and cash. Our common stock will be valued for purposes of any future earnoutmerger consideration based upon the trading price of our common stock at the time the earnout merger consideration is paid. We are subject to potential liabilities from clinical testing and future product liability claims. If any of our products are alleged to be defective, they may expose us to claims for personal injury by patients in clinical trials of our products or, if weobtain marketing approval and commercialize our products, by patients using our commercially marketed products. Even if one or more of our products isapproved by the FDA, users may claim that such products caused unintended adverse effects. We maintain clinical trial insurance for our ongoing clinicaltrials, and we plan to seek to obtain similar insurance for any other clinical trials that we conduct. We also would seek to obtain product liability insurancecovering the commercial marketing of our product candidates. We may not be able to obtain additional insurance, however, and any insurance obtained by usmay prove inadequate in the event of a claim against us. Any claims asserted against us also may divert management’s attention from our operations, and wemay have to incur substantial costs to defend such claims even if they are unsuccessful. 20 We may be unable to successfully acquire additional technologies or products. If we require additional technologies or products, our productdevelopment plans may change and the ownership interests of our shareholders could be diluted. We may seek to acquire additional technologies by licensing or purchasing such technologies, or through a merger or acquisition of one or more companiesthat own such technologies. We have no current understanding or agreement to acquire any technologies, however, and we may not be able to identify orsuccessfully acquire any additional technologies. We also may seek to acquire products from third parties that already are being marketed or have beenapproved for marketing, although we have not currently identified any of these products. We do not have any prior experience in acquiring or marketingproducts approved for marketing and may need to find third parties to market any products that we might acquire. We have focused our product development efforts on our oncology drug candidates, which we believe have the greatest revenue potential. If we acquireadditional technologies or product candidates, we may determine to make further changes to our product development plans and business strategy to capitalizeon opportunities presented by the new technologies and product candidates. We may issue shares of our common stock to acquire additional technologies or products or in connection with a merger or acquisition of anothercompany. To the extent we do so, the ownership interest of our stockholders will be diluted accordingly. We are conducting certain of our clinical trials in foreign countries, which exposes us to additional risks. We are conducting international clinical development of aldoxorubicin and tamibarotene. The conduct of clinical trials outside the United States couldhave a significant impact on us. Risks inherent in conducting international clinical trials include: ·foreign regulatory requirements that could restrict or limit our ability to conduct our clinical trials; ·administrative burdens of conducting clinical trials under multiple foreign regulatory schema; ·foreign exchange fluctuations; ·diminished protection of intellectual property in some countries; and ·possible nationalization and expropriation. In addition, there may be changes to our business and political position if there is instability, disruption or destruction in a significant geographic region,regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire,earthquake, storm or disease, which could seriously harm the development of our current operating strategy. In the event of a dispute regarding our international clinical trials, it may be necessary for us to resolve the dispute in the foreign county ofdispute, where we would be faced with unfamiliar laws and procedures. The resolution of disputes in foreign countries can be costly and time consuming, similar to the situation in the United States. However, in a foreigncountry, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the UnitedStates. Further, to litigate in any foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with theforeign laws. For these reasons, we may incur unforeseen expenses if we are forced to resolve a dispute in a foreign country. Risks Associated with Our Common Stock Our anti-takeover measures may make it more difficult to change our management, or may discourage others from acquiring us, and therebyadversely affect stockholder value. We have a stockholder rights plan and provisions in our bylaws that are intended to protect our stockholders’ interests by encouraging anyone seekingcontrol of our company to negotiate with our board of directors. These provisions may discourage or prevent a person or group from acquiring us without theapproval of our board of directors, even if the acquisition would be beneficial to our stockholders. 21 We have a classified board of directors, which means that at least two stockholder meetings, instead of one, will be required to effect a change in themajority control of our board of directors. This applies to every election of directors, not just an election occurring after a change in control. The classificationof our board increases the amount of time it takes to change majority control of our board of directors and may cause potential acquirers to lose interest in apotential purchase of us, regardless of whether our purchase would be beneficial to us or our stockholders. The additional time and cost to change a majorityof the members of our board of directors makes it more difficult and may discourage our existing stockholders from seeking to change our existingmanagement in order to change the strategic direction or operational performance of our company. Our bylaws provide that directors may only be removed for cause by the affirmative vote of the holders of at least a majority of the outstanding shares ofour capital stock then entitled to vote at an election of directors. This provision prevents stockholders from removing any incumbent director without cause.Our bylaws also provide that a stockholder must give us at least 120 days notice of a proposal or director nomination that such stockholder desires to presentat any annual meeting or special meeting of stockholders. Such provision prevents a stockholder from making a proposal or director nomination at astockholder meeting without us having advance notice of that proposal or director nomination. This could make a change in control more difficult byproviding our directors with more time to prepare an opposition to a proposed change in control. By making it more difficult to remove or install new directors,these bylaw provisions may also make our existing management less responsive to the views of our stockholders with respect to our operations and otherissues such as management selection and management compensation. We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which may also prevent or delay a takeover of usthat may be beneficial to our stockholders. Our outstanding options and warrants and the availability for resale of our shares issued in our private financings may adversely affect thetrading price of our common stock. As of December 31, 2012, there were outstanding stock options and warrants to purchase approximately 10.9 million shares of our common stock at aweighted-average exercise price of $4.81 per share. Our outstanding options and warrants could adversely affect our ability to obtain future financing or engagein certain mergers or other transactions, since the holders of options and warrants can be expected to exercise them at a time when we may be able to obtainadditional capital through a new offering of securities on terms more favorable to us than the terms of outstanding options and warrants. For the life of theoptions and warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership.The issuance of shares upon the exercise of outstanding options and warrants will also dilute the ownership interests of our existing stockholders. Many of ouroutstanding warrants contain anti-dilution provisions pertaining to dividends with respect to our common stock. In the event that these anti-dilution provisionsare triggered by us in the future, we would likewise be required to reduce the exercise price, and increase the number of shares underlying, those warrants,which would have a dilutive effect on our stockholders. We have registered with the SEC the resale by the holders of all or substantially all shares of our common stock issuable upon exercise of our outstandingoptions and warrants. The availability of these shares for public resale, as well as actual resales of these shares, could adversely affect the trading price of ourcommon stock. We may issue preferred stock in the future, and the terms of the preferred stock may reduce the value of our common stock. We are authorized to issue shares of preferred stock in one or more series. Our board of directors may determine the terms of future preferred stockofferings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of our outstanding commonstock. In particular, specific rights granted to future holders of preferred stock may include voting rights, preferences as to dividends and liquidation,conversion and redemption rights, sinking fund provisions, and restrictions on our ability to merge with or sell our assets to a third party. We may experience volatility in our stock price, which may adversely affect the trading price of our common stock. The market price of our common stock has ranged from $1.59 to $5.50 per share since January 1, 2012, and it may continue to experience significantvolatility from time to time. Factors that may affect the market price of our common stock include the following: ·announcements of regulatory developments or technological innovations by us or our competitors; 22 ·changes in our relationship with our licensors and other strategic partners; ·our quarterly operating results; ·litigation involving or affecting us; ·shortfalls in our actual financial results compared to our guidance or the forecasts of stock market analysts; ·developments in patent or other technology ownership rights; ·acquisitions or strategic alliances by us or our competitors; ·public concern regarding the safety of our products; and ·government regulation of drug pricing. We do not expect to pay any cash dividends on our common stock. We have not declared or paid any cash dividends on our common stock or other securities, and we currently do not anticipate paying any cash dividendsin the foreseeable future. Because we do not anticipate paying cash dividends for the foreseeable future, our stockholders will not realize a return on theirinvestment in our common stock except to the extent of any appreciation in the value of our common stock. Our common stock may not appreciate in value, ormay decline in value. Item 1B. UNRESOLVED STAFF COMMENTS None. Item 2. PROPERTIES We lease our headquarters in Los Angeles, California. The lease covers approximately 5,270 square feet of office and storage space and expires inFebruary 2015. This lease requires us to make monthly payments of approximately $26,216, subject to annual increases. Item 3. LEGAL PROCEEDINGS We are occasionally involved in claims arising in the normal course of business. As of March 11, 2013, there were no such claims that we expect,individually or in the aggregate, to have a material adverse effect on us.Item 4. MINE SAFETY DISCLOSURES Not Applicable. 23 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES Market Information Our common stock is traded on The NASDAQ Capital Market under the symbol “CYTR.” The following table sets forth the high and low sale pricesfor our common stock for the periods indicated as reported by The NASDAQ Capital Market: High Low Fiscal Year 2012: Fourth Quarter $3.73 $1.59 Third Quarter $5.50 $3.57 Second Quarter $5.44 $2.03 First Quarter $3.15 $1.75 Fiscal Year 2011: Fourth Quarter $2.80 $1.68 Third Quarter $5.81 $2.10 Second Quarter $7.42 $4.76 First Quarter $7.42 $5.32 Holders On March 11, 2013, there were approximately 670 holders of record of our common stock. The number of record holders does not reflect the number ofbeneficial owners of our common stock for whom shares are held by brokerage firms and other nominees. Dividends We have not paid any cash dividends since our inception and do not contemplate paying any cash dividends in the foreseeable future. Equity Compensation Plans The following table sets forth certain information as of December 31, 2012, regarding securities authorized for issuance under our equity compensationplans: Plan Category (a)Number ofSecuritiesto be IssuedUponExercise ofOutstandingOptions,Warrants andRights (b)Weighted-AverageExercise PriceofOutstandingOptions,Warrants andRights Number ofSecuritiesRemainingAvailablefor IssuanceUnderEquityCompensationPlans (ExcludingSecuritiesReflectedin Column (a)) Equity compensation plans approved by our security holders: 2000 Long-Term Incentive Plan 1,016,793 $7.69 — 2008 Stock Incentive Plan 2,357,077 2.67 2,642,923 Equity compensation plans not approved by our security holders: Outstanding warrants (1) 7,518,113 5.09 — Total 10,891,983 $4.81 2,642,923 ____________(1)The warrants shown were issued in discreet transactions from time to time as compensation for services rendered by consultants, advisors or other thirdparties, and do not include warrants sold in capital-raising transactions. The material terms of such warrants were determined based upon arm’s-lengthnegotiations with the service providers. The warrant exercise prices approximated the market price of our common stock at or about the date of grant, andthe warrant terms range from one to ten years from the grant date. The warrants contain customary anti-dilution adjustments in the event of a stock split,reverse stock split, reclassification or combination of our outstanding common stock and similar events and certain of the warrants contain anti-dilutionadjustments triggered by other corporate events, such as dividends. 24 Comparison of Cumulative Total Returns The following line graph presentation compares cumulative total stockholder returns of CytRx with The NASDAQ Stock Market Index and theNASDAQ Pharmaceutical Index (the “Peer Index”) for the five-year period from December 31, 2007 to December 31, 2012. The graph and table assume that$100 was invested in each of CytRx’s common stock, the NASDAQ Stock Market Index and the Peer Index on December 31, 2007, and that all dividendswere reinvested. This data was furnished by Zacks Investment Research. Comparison of Cumulative Total Returns December 31, 2008 2009 2010 2011 2012 CytRx Corporation 15.34 57.27 51.65 14.32 13.66 NASDAQ Stock Market Index 60.02 87.25 103.09 102.28 120.42 NASDAQ Pharmaceutical Index 93.04 104.55 113.33 121.31 161.38 Recent Issuances of Unregistered Securities None. Repurchase of Shares We did not repurchase any of our shares during the year ended December 31, 2012. 25 Item 6. SELECTED FINANCIAL DATA General The following selected financial data are derived from our audited financial statements. Our financial statements for 2012, 2011 and 2010 have beenaudited by BDO USA, LLP, our independent registered public accounting firm. These historical results do not necessarily indicate future results. When youread this data, it is important that you also read our financial statements and related notes, as well as the “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and “Risk Factors” sections of this Annual Report. Financial information provided below has been rounded tothe nearest thousand. 2012 2011 2010 2009 2008 Statement of Operations Data: Revenues Service revenue $— $— $— $9,400,000 $6,166,000 Licensing revenue 100,000 250,000 100,000 100,000 100,000 Grant revenue — — — — — Total revenues $100,000 $250,000 $100,000 $9,500,000 $6,266,000 Deemed dividend for anti-dilution adjustments madeto outstanding common stock warrants — — — — (757,000)Net profit (loss) applicable to common stockholders $(17,962,000) $(14,425,000) $408,000 $(4,800,000) $(27,803,000)Basic and diluted profit (loss) per share applicable tocommon stock $(0.78) $(0.80) $0.03 $(0.35) $(2.10) Balance Sheet Data: Cash, cash equivalents and short-term investments $38,344,000 $36,046,000 $26,892,000 $32,643,000 $25,042,000 Total assets $40,232,000 $37,854,000 $36,697,000 $35,277,000 $28,324,000 Total stockholders’ equity $30,167,000 $24,254,000 $30,568,000 $28,348,000 $15,698,000 Factors Affecting Comparability In October 2012, we completed a $23.0 million underwritten public offering, in which we sold and issued 9.2 million shares of common stock at a priceof $2.50 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately$21.5 million. In August 2011, we completed a $20.4 million underwritten public offering in which we sold and issued 5.6 million shares of common stock at a price of$3.57 per share and warrants at a price of $0.07 per warrant to purchase up to approximately 6.4 million shares of common stock at an exercise price of$4.48 per share. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $18.9 million (withoutgiving effect to any proceeds that we may receive upon future exercises of the warrants sold in the offering). In July 2009, we completed a $20.0 million registered direct public offering of approximately 2.2 million shares of our common stock at a price of $9.17per share and warrants to purchase an additional approximately 0.7 million shares of common stock at an exercise price of $11.90 per share. Net ofinvestment banking commissions, advisory fees, legal, accounting and other fees related to the transaction, we received proceeds of approximately $18.3million (without giving effect to any proceeds that we may receive upon future exercises of the warrants sold in the offering). On September 19, 2008, we purchased all of the common stock of Innovive Pharmaceuticals in a transaction that for accounting purposes is consideredan asset acquisition. The fair value of Innovive’s assets and liabilities at September 19, 2008, in millions of dollars, are presented below: In-process research and development $8.0 Leasehold interests 0.1 Prepaid expenses 0.3 Accounts payable (6.1)Net assets acquired through issuance of common stock $2.3 26 As a result of the March 11, 2008 distribution by us to our stockholders of approximately 36% of the outstanding shares of RXi, we deconsolidated thatpreviously majority-owned subsidiary. As part of the transaction, we deconsolidated $3.7 million of total assets and $4.6 million of total liabilities of RXi. In connection with applicable antidilution adjustments to the price of certain outstanding warrants in March 2008, we recorded a deemed dividend ofapproximately $757,000. The deemed dividend was recorded as a charge to accumulated deficit and a corresponding credit to additional paid-in capital. In August 2006, we received marketable securities, which were subsequently sold by us for approximately $24.3 million, from the privately-funded ALSCharitable Remainder Trust, or ALSCRT, in exchange for our commitment to continue research and development of arimoclomol and other potential treatmentsfor ALS and a one percent royalty from worldwide sales of arimoclomol. We recorded the value received under the arrangement as deferred service revenue,which we recognize using the proportional performance method of revenue recognition. In August 2009, we were released from all restrictions on the use of anyproceeds previously received by us in connection with the arrangement. As a result, we recognized in the third quarter $6.7 million of service revenue,representing all of the remaining deferred revenue and previously un-recognized portion of the value received in the arrangement with ALSCRT. During 2009and 2008, we recognized approximately $9.4 million and $6.2 million, respectively, of service revenue related to this transaction, respectively. Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read together with the discussion under “SelectedFinancial Data” and our consolidated financial statements included in this Annual Report. This discussion contains forward-looking statements, based oncurrent expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differmaterially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth under the caption “RiskFactors” and elsewhere in this Annual Report. Overview CytRx Corporation We are a biopharmaceutical research and development company specializing in oncology. Our oncology pipeline includes two programs in clinicaldevelopment for cancer indications: aldoxorubicin (formerly known as INNO-206) and tamibarotene. With our tumor-targeted doxorubicin conjugatealdoxorubicin, we have initiated an international Phase 2b clinical trial as a treatment for soft tissue sarcomas, completed a Phase 1b/2 clinical trial primarilyin the same indication and initiated a Phase 1b pharmacokinetics clinical trial in patients with metastatic solid tumors and a Phase 1b study of aldoxorubicinin combination with doxorubicin in patients with advanced solid tumors. We held a positive meeting with the Food and Drug Administration (“FDA”) todiscuss a potential Phase 3 pivotal trial as a therapy for patients with soft tissue sarcomas whose tumors have progressed following treatment withchemotherapy, and have submitted a special protocol assessment with respect to that potential trial. Tamibarotene is being tested in a double-blind, placebo-controlled, international Phase 2b clinical trial in patients with non-small-cell lung cancer. We completed our evaluation of a third drug candidate, bafetinib, inthe ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (“B-CLL”), and plan to seek a partner for further development ofbafetinib. In order to fund our business and operations, we have relied primarily upon sales of our equity securities, sales of shares of common stock of our formerRXi subsidiary and proceeds from the exercise of options and warrants. We also have received limited funding from our strategic partners and licensees. At December 31, 2012, we had cash and cash equivalents of approximately $14.3 million and short-term investments of $24.0 million. Managementbelieves that our current resources will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projectedexpenditures for 2013 of approximately $25.2 million, which includes approximately $8.3 million for our clinical programs for aldoxorubicin, approximately$3.7 million for our clinical program for tamibarotene, approximately $6.7 million for general operation of our clinical programs and approximately $6.5million for other general and administrative expenses. 27 These projected expenditures are based upon numerous assumptions and subject to many uncertainties, and our actual expenditures may be significantlydifferent from these projections. We will ultimately be required to obtain additional funding in order to execute our long-term business plans, although we donot currently have commitments from any third parties to provide us with capital. We cannot assure that additional funding will be available on favorableterms, or at all. If we fail to obtain additional funding when needed, we may not be able to execute our business plans and our business may suffer, whichwould have a material adverse effect on our financial position, results of operations and cash flows. Our Separation from RXi Pharmaceuticals Corporation RXi Pharmaceuticals Corporation (now known as Galena Biopharma, Inc.) was founded in April 2006 by us and four researchers in the field of RNAi,including Dr. Craig Mello, recipient of the 2006 Nobel Prize for Medicine for his co-discovery of RNAi. In January 2007, we transferred to RXi substantiallyall of our RNAi-related technologies and assets, and RXi began operating on a stand-alone basis for the purpose of accelerating the discovery of RNAitherapeutics previously sponsored by us. RXi’s initial focus is on developing RNAi-based product candidates for treating neurological and metabolic disordersand cancer. On February 14, 2008, our board of directors declared a dividend of one share of RXi common stock for each outstanding share of our common stock,which was paid on March 11, 2008 and which reduced our ownership of RXi shares to less than 50%. On June 30, 2010, we sold 2.0 million commonshares of RXi and thereafter accounted for those shares as available for sale. We sold our remaining shares of RXi common stock in December 2010. Research and Development Expenditures for research and development activities related to continuing operations were $12.7 million, $15.5 million and $8.5 million, respectively,for the years ended December 31, 2012, 2011 and 2010, or approximately 60%, 67% and 50%, respectively, of our total expenses. Research and development expenses are further discussed below under “Critical Accounting Policies and Estimates” and “Results of Operations.” Our currently projected expenditures for 2013 include approximately $8.3 million for our clinical programs for aldoxorubicin, approximately $3.7 millionfor our clinical program for tamibarotene and approximately $6.7 million for general operation of our clinical programs. The actual cost of our clinicalprograms could differ significantly from our current projections due to any additional requirements or delays imposed by the FDA in connection with ourplanned trials, or if actual costs are higher than current management estimates for other reasons, including complications with manufacturing. In the event thatactual costs of our clinical program, or any of our other ongoing research activities, are significantly higher than our current estimates, we may be required tosignificantly modify our planned level of operations. There is a risk that any drug discovery and development program may not produce revenue because of the risks inherent in drug discovery anddevelopment. The successful development of any product candidate is highly uncertain. We cannot reasonably estimate or know the nature, timing and costsof the efforts necessary to complete the development of, or the period in which material net cash inflows are expected to commence from any product candidate,due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of: ·our ability to advance product candidates into pre-clinical and clinical trials; ·the scope, rate and progress of our pre-clinical trials and other research and development activities; ·the scope, rate of progress and cost of any clinical trials we commence; ·the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; ·future clinical trial results; ·the terms and timing of any collaborative, licensing and other arrangements that we may establish; 28 ·the cost and timing of regulatory approvals; ·the cost and timing of establishing sales, marketing and distribution capabilities; ·the cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop; and ·the effect of competing technological and market developments. Any failure to complete any stage of the development of our products in a timely manner could have a material adverse effect on our operations, financialposition and liquidity. A discussion of the risks and uncertainties associated with our business is set forth in the “Risk Factors” section of this Annual Report. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, whichhave been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statementsrequires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure ofcontingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, stock options,impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses. We base our estimates on historical experienceand on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments aboutthe carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates underdifferent assumptions or conditions. Our significant accounting policies are summarized in Note 2 of the Notes to Financial Statements included in this Annual Report. We believe thefollowing critical accounting policies are affected by our more significant judgments and estimates used in the preparation of our consolidated financialstatements: Revenue Recognition Revenue consists of license fees from strategic alliances with pharmaceutical companies as well as service and grant revenues. Service revenue consists ofcontract research and laboratory consulting. Grant revenues consist of government and private grants. Monies received for license fees are deferred and recognized ratably over the performance period in accordance with Financial Accounting StandardsBoard (“FASB”) Accounting Codification Standards (“ASC”) ASC 605-25, Revenue Recognition – Multiple-element Arrangements (“ASC 605-25”).Milestone payments will be recognized upon achievement of the milestone as long as the milestone is deemed substantive and we have no other performanceobligations related to the milestone and collectability is reasonably assured, which is generally upon receipt, or recognized upon termination of the agreementand all related obligations. Deferred revenue represents amounts received prior to revenue recognition. Revenues from contract research, government grants, and consulting fees are recognized over the respective contract periods as the services are performed,provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Once allconditions of the grant are met and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilled revenuereceivable is recorded. Research and Development Expenses Research and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs toacquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.Technology developed for use in its products is expensed as incurred until technological feasibility has been established. 29 Clinical Trial Expenses Clinical trial expenses, which are included in research and development expenses, include obligations resulting from our contracts with various clinicalresearch organizations in connection with conducting clinical trials for its product candidates. We recognize expenses for these activities based on a variety offactors, including actual and estimated labor hours, clinical site initiation activities, patient enrollment rates, estimates of external costs and other activity-based factors. We believe that this method best approximates the efforts expended on a clinical trial with the expenses we record. We adjust our rate of clinicalexpense recognition if actual results differ from our estimates. If our estimates are incorrect, clinical trial expenses recorded in any particular period could vary. Stock-based Compensation Our stock-based employee compensation plans are described in Note 12 of the Notes to our Financial Statements. We follow the provisions of ASC 718,Compensation - Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awardsmade to employees. For stock options and stock warrants paid in consideration of services rendered by non-employees, we recognize compensation expense in accordancewith the requirements of ASC 505-50, Equity-Base Payments to Non-Employees (“ASC 505-50”). Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financialreporting period prior to performance, the value of these options, as calculated using the Black-Scholes option-pricing model, is determined, and compensationexpense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to changein the future, the amount of the future compensation expense is subject to adjustment until the common stock options or warrants are fully vested. Impairment of Long-Lived Assets We review long-lived assets for impairment on an annual basis, as of December 31, or on an interim basis if an event occurs that might reduce the fairvalue of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset andits estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. If our estimates usedin the determination of either discounted future cash flows or other appropriate fair value methods are not accurate as compared to actual future results, wemay be required to record an impairment charge. Net Income (Loss) Per Share Basic net income (loss) per common share is computed using the weighted-average number of common shares outstanding. Diluted net income (loss) percommon share is computed using the weighted-average number of common shares and common share equivalents outstanding. Potentially dilutive stockoptions and warrants to purchase approximately 11.0 million, 8.2 million and 2.2 million shares at December 31, 2012, 2011 and 2010, respectively, wereexcluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. Quarterly Financial Data The following table sets forth unaudited consolidated statements of operations data for each quarter during our most recent two fiscal years. Thisquarterly information has been derived from our unaudited condensed consolidated financial statements and, in the opinion of management, includes alladjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the periods covered. 30 The quarterly financial data should be read in conjunction with our condensed consolidated financial statements and related notes. The operating resultsfor any quarter are not necessarily indicative of the operating results for any future period. Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) 2012 Total revenues $— $— $— $100 Net income (loss) (10,135) (13,262) 1,584 3,849 Net income (loss) applicable to common stockholders $(10,135) $(13,262) $1,584 $3,849 Basic and diluted loss per share applicable to common stock $(0.49) $(0.63) $0.07 $0.14 2011 Total revenues $— $150 $— $100 Net loss (6,275) (3,120) (558) (4,472)Net loss applicable to common stockholders $(6,275) $(3,120) $(558) $(4,472)Basic and diluted loss per share applicable to common stock $(0.42) $(0.20) $(0.03) $(0.21)Quarterly and yearly income (loss) per share amounts are computed independently of each other. Therefore, the sum of the per share amounts for thequarters may not equal the per share amounts for the year. In 2012 and 2011, we incurred $2.0 million and $1.4 million, respectively, in employee non-cashcompensation expenses. The comparability of our quarterly financial data may be affected by the same events and items described under “Selected Financial Data” above. Liquidity and Capital Resources General In order to fund our business and operations, we have relied primarily upon sales of our equity securities, sales of shares of common stock of our formerRXi subsidiary and proceeds from the exercise of options and warrants. We also have received limited funding from our strategic partners and licensees. At December 31, 2012, we had cash and cash equivalents of approximately $14.3 million and short-term investments of $24.0 million. Managementbelieves that our current resources will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projectedexpenditures for 2013 of approximately $25.2 million, which includes approximately $8.3 million for our clinical programs for aldoxorubicin, approximately$3.7 million for our clinical program for tamibarotene, approximately $6.7 million for general operation of our clinical programs, and approximately $6.5million for other general and administrative expenses. These projected expenditures are based upon numerous assumptions and subject to many uncertainties,and our actual expenditures may be significantly different from these projections. We will ultimately be required to obtain additional funding in order toexecute our long-term business plans, although we do not currently have commitments from any third parties to provide us with capital. We cannot assure youthat additional funding will be available on favorable terms, or at all. If we fail to obtain additional funding when needed, we may not be able to execute ourbusiness plans and our business may suffer, which would have a material adverse effect on our financial position, results of operations and cash flows. If we obtain marketing approval as currently planned and successfully commercialize our product candidates, we anticipate it will take several years, andpossibly longer, for us to generate significant recurring revenue, and we will be dependent on future financing until such time, if ever, as we can generatesignificant recurring revenue. We have no commitments from third parties to provide us with any additional financing, and we may not be able to obtainfuture financing on favorable terms, or at all. Failure to obtain adequate financing would adversely affect our ability to operate as a going concern. If we raiseadditional funds by issuing equity securities, dilution to stockholders may result and new investors could have rights superior to holders of the shares issuedin this offering. In addition, debt financing, if available, may include restrictive covenants. If adequate funds are not available to us, we may have to liquidatesome or all of our assets or to delay or reduce the scope of or eliminate some portion or all of our development programs or clinical trials. We also may have tolicense to other companies our product candidates or technologies that we would prefer to develop and commercialize ourselves. 31 Discussion of Operating, Investing and Financing Activities Net loss for the year ended December 31, 2012 was $18.0 million, and cash used for operating activities for that period was $19.0 million. The net lossfor the year reflects $2.4 million for stock option and warrant expense, and a non-cash gain of $2.8 million on the fair value adjustment of the warrantliability. Net loss for the year ended December 31, 2011 was $14.4 million, and cash used for operating activities for that period was $16.7 million. The net lossfor the year reflects $1.4 million for stock option and warrant expense and a non-cash gain of $7.9 million on the fair value adjustment of the warrant liability. Net profit for the year ended December 31, 2010 was $0.4 million, and cash used for operating activities for that period was $14.6 million. The net profitfor the year reflects gain of $15.8 million from the sale of RXi shares, $1.6 million for stock option and warrant expense and a non-cash $0.9 million fairvalue adjustment of the warrant liability. For the year ended December 31, 2012, $6.1 million was used for investing activities. This included $5.9 million net for the purchase of short-terminvestments. For the year ended December 31, 2011, $9.4 million was provided by investing activities. This included $2.5 million of net proceeds from sales ofshort-term investments and $6.9 million received from the sale of RXi common shares. For the year ended December 31, 2010, $10.8 million was provided by investing activities. This included $8.9 million received from the sale of RXicommon shares and $2.2 million of net proceeds from sales of short-term investments, partially offset by $0.3 million used to purchase equipment andfurnishings. Cash provided by financing activities for the year ended December 31, 2012 was $21.5 million, which was attributable to the net proceeds received fromour October 2012 public offering. Cash provided by financing activities for the year ended December 31, 2011 was $18.9 million, which was attributable to the net proceeds received fromour August 2011 public offering. Cash provided by financing activities for the year ended December 31, 2010 was $0.1 million, which was attributable to proceeds from the exercise ofpreviously outstanding stock options and warrants. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financialcondition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. 32 Contractual Obligations We acquire assets still in development and enter into research and development arrangements with third parties that often require milestone and royaltypayments to the third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments maybe required, contingent upon the successful achievement of an important point in the development life-cycle of the pharmaceutical product (e.g., approval of theproduct for marketing by a regulatory agency). If required by the arrangement, we may have to make royalty payments based upon a percentage of the sales ofthe pharmaceutical product in the event that regulatory approval for marketing is obtained. Because of the contingent nature of these payments, they are notincluded in the table of contractual obligations. These arrangements may be material individually, and in the event that milestones for multiple products covered by these arrangements were reached inthe same period, the aggregate charge to expense could be material to the results of operations in any one period. In addition, these arrangements often give usthe discretion to unilaterally terminate development of the product, which would allow us to avoid making the contingent payments; however, we are unlikelyto cease development if the compound successfully achieves clinical testing objectives. Our current contractual obligations that will require future cash payments are as follows (in thousands): OperatingLeases (1) EmploymentAgreements(2) Subtotal Research andDevelopment(3) Total 2013 $332 $2,575 $2,907 $10,120 $13,027 2014 381 850 1,231 2,430 3,661 2015 55 850 905 — 905 Total $768 $4,275 $5,043 $12,550 $17,593 ____________(1)Operating leases are primarily facility lease related obligations, as well as equipment and software lease obligations with third party vendors.(2)Employment agreements include management contracts, which have been revised from time to time, provide for minimum salary levels, adjusted annuallyat the discretion of our Compensation Committee, as well as for minimum bonuses that are payable.(3)Research and development obligations relate primarily to clinical trials. Most of these purchase obligations are cancelable upon notice without liabilities tous.We apply the disclosure provisions of ASC 460, Guarantees (“ASC 460”), to our contractual guarantees and indemnities. We have provided contractual indemnities to investors and other parties against possible losses suffered or incurred by the indemnified parties in connection with various types of third-party claims, as well as indemnities to our officers and directors against third party claims arising from the services they provide to us. To date, we have not incurred material costs as a result of these indemnities, and we do not expect to incur material costs in the future; further, we maintain insurance to covercertain losses arising from these indemnities. Accordingly, we have not accrued any liabilities in our consolidated financial statements related to these indemnities. Net Operating Loss Carryforwards At December 31, 2012, we had federal and state net operating loss carryforwards of $166.7 million and $97.6 million, respectively, available to offsetagainst future taxable income, which expire in 2013 through 2032. Our utilization of net operating loss (“NOL”) carryforwards may be subject to a substantial annual limitation due to ownership change provisions ofSection 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These provisions limit the amount of NOLcarryforwards that can be utilized annually to offset future taxable income and income tax following an “ownership change,” defined by Section 382 of theCode to mean a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the marketvalue of a company by certain stockholders or public groups. As a result of an ownership change that occurred in our shareholder base in July 2002, approximately $10.1 million in federal net operating losscarryforwards became limited in their availability to $4.0 million in total or $363,000 annually. Management currently believes that the remaining $135.9million in federal net operating loss carryforwards, and the $97.6 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2012, we also had research and development and alternative minimum tax credits for federal and state purposes of approximately$7.5 million and $12.2 million, respectively, available for offset against future income taxes, which expire in 2022 through 2031. Based on an assessment ofall available evidence including, but not limited to, our limited operating history in our core business and lack of profitability, uncertainties of the commercialviability of our technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnologycompanies, we have concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and. As a result, a100% deferred tax valuation allowance has been recorded against these assets. 33 Results of Operations We incurred a net profit (loss) of ($18.0 million), ($14.4 million) and $0.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. During 2012, 2011 and 2010, we recognized no service revenues and earned an immaterial amount of license fees and grant revenue. All future licensingfees under our current licensing agreements are dependent upon successful development milestones being achieved by the licensor. During 2013, we are notanticipating the receipt of any significant service or licensing fees. Our net loss may increase from current levels primarily due to expenses related to our ongoing and planned clinical trials, research and developmentprograms, possible technology acquisitions, and other general corporate activities. We anticipate, therefore, that our operating results will fluctuate for theforeseeable future and period-to-period comparisons should not be relied upon as predictive of the results in future periods. Research and Development Years Ended December 31, 2012 2011 2010 (In thousands) Research and development expenses $12,338 $15,079 $8,207 Non-cash research and development expenses — 59 92 Employee stock option expense 346 353 208 $12,684 $15,491 $8,507 Research expenses are expenses incurred by us in the discovery of new information that will assist us in the creation and the development of new drugs ortreatments. Development expenses are expenses incurred by us in our efforts to commercialize the findings generated through our research efforts. Research and development expenses incurred during 2012, 2011 and 2010 relate to our various development programs. In 2012, we initiated a Phase 1bclinical trial to determine the maximum tolerated dose and to evaluate preliminary efficacy of aldoxorubicin administered in combination with doxorubicin inpatients with advanced solid tumors who have failed other therapies; we also initiated a Phase 2 trial for patients with advanced pancreatic ductaladenocarcinomas while expanding the number of sites in our international Phase 2b clinical trial with aldoxorubicin in patients with soft tissue sarcomas. Wecontinued our international Phase 2b clinical trial with tamibarotene in patients with NSCLC; however, our development work on bafetinib was suspended in2012, as our focus will be to partner any further development. Overall, this resulted in a decrease in research and development expenses over 2011. Researchand development expenses were higher in 2011 than in 2010, due to the initiation in 2011 of clinical trials with aldoxorubicin and tamibarotene, and ourpreparations for the clinical trials that were initiated in 2012. In 2012, our development costs included approximately $6.6 million for our clinical programsfor aldoxorubicin, approximately $3.1 million for our clinical program for tamibarotene, approximately $0.1 million for our clinical programs for bafetiniband approximately $2.5 million for general operation of our clinical programs. None of our research and development costs have ever been capitalized. As compensation to consultants, and in connection with the acquisition of technology, we sometimes issue shares of common stock, stock options andwarrants to purchase shares of common stock. For financial statement purposes, we value these shares of common stock, stock options, and warrants at thefair value of the common stock, stock options or warrants granted, or the services received, whichever is more reliably measurable. We recorded no expense in2012, whereas for the 2011 and 2010 years, incurred a charge of $0.1 million and $0.1 million, respectively. In 2012, we recorded $0.3 million of employeestock option expense, as compared to $0.4 million in 2011 and $0.2 million in 2010. In 2013, we expect our research and development expenses to increase moderately as a result of our clinical programs with aldoxorubicin and tamibarotene. General and administrative expenses Year Ended December 31, 2012 2011 2010 (In thousands) General and administrative expenses $6,308 $6,293 $6,831 Stock, stock option and warrant expenses to non-employees and consultants 438 92 614 Employee stock option expense 1,607 932 791 $8,353 $7,317 $8,236 General and administrative expenses include all administrative salaries and general corporate expenses, including legal expenses associated with theprosecution of our intellectual property. Our general and administrative expenses, excluding common stock, stock options and warrants issued, were $6.3million in 2012, $6.3 million in 2011 and $6.8 million in 2010. These expenses did not materially change from 2012 to 2011. The $0.5 million reduction inexpenses from 2011 as compared to 2010 was partially due to a reduction in executive bonuses of $0.3 million, and a reduction in professional fees. 34 From time to time, we issue shares of our common stock or warrants or options to purchase shares of our common stock to consultants and other serviceproviders in exchange for services. For financial statement purposes, we value these shares of common stock, stock options, and warrants at the fair value ofthe common stock, stock options or warrants granted, or the services received, whichever we can measure more reliably. We recorded employee stock optionexpense of $1.6 million in 2012, $0.9 million in 2011 and $0.8 million in 2010. Depreciation and amortization Depreciation and amortization expenses for each of the years ended December 31, 2012, 2011 and 2010 were approximately $0.1 million. The depreciationexpense reflects the depreciation of our equipment and furnishings. Other Income In 2012, 2011 and 2010, we recognized non-cash gains of $2.8 million, $7.9 million and $0.9 million, respectively, on the valuation of our warrantderivative liabilities related to warrants issued in August 2011 and July 2009. In 2010, we recognized a gain of $15.8 million on the sale of RXi shares. Interest income Interest income was $0.1 million in 2012, $0.2 million in 2011 and $0.3 million in 2010. The variances between years are attributable primarily to theamount of funds available for investment each year and, to a lesser extent, changes in prevailing market rates. Recent Accounting Pronouncements We have reviewed all of the recent accounting pronouncements and have determined that they have not or will not have a material impact on our financialstatements, or simply do not apply to our operations. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of U.S. interest rates,particularly because a significant portion of our investments are in short-term debt securities issued by the U.S. government and institutional money marketfunds. The primary objective of our investment activities is to preserve principal. Due to the nature of our short-term investments, we believe that we are notexposed to any material market risk. We do not have any speculative or hedging derivative financial instruments or foreign currency instruments. If interestrates had varied by 10% in the year ended December 31, 2012, it would not have had a material effect on our results of operations or cash flows for thatperiod. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements and supplemental schedule and notes thereto as of December 31, 2012 and 2011, and for each of the three years inthe period ended December 31, 2012, together with the reports thereon of our independent registered public accounting firms, are set forth on pages F-1 to F-19of this Annual Report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone. Item 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of the effectiveness ofthe design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of December 31, 2012, the end ofthe period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that ourdisclosure controls and procedures were effective as of December 31, 2012. 35 Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ExchangeAct Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financialofficer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, management usedthe criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-IntegratedFramework. Based upon management’s assessment using the criteria contained in COSO, our management has concluded that our internal control overfinancial reporting was effective as of December 31, 2012. Our internal control over financial reporting as of December 31, 2012 has been audited by BDO USA, LLP, an independent registered public accountingfirm, as stated in their report thereon set forth on page F-18, which is incorporated herein by reference. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2012 that materially affected,or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATIONNone. 36 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information concerning our directors and executive officers: NameAgeClass ofDirector(1)PositionMax Link, Ph.D.72IIIDirector, Chairman of the Board (2) (4)Steven A. Kriegsman71IIDirector, Chief Executive Officer, PresidentMarvin R. Selter85IIDirector, Vice Chairman of the Board (2) (3) (4)Louis Ignarro, Ph.D.71IDirectorJoseph Rubinfeld, Ph.D.80IDirector (3) (4)Richard L. Wennekamp70IIIDirector (2) (3) (4)John Caloz61—Chief Financial OfficerDaniel Levitt, M.D., Ph.D.65—Executive Vice President and Chief Medical OfficerD. Scott Wieland53—Sr. Vice President-Drug DevelopmentBenjamin S. Levin36—General Counsel, Vice President — Legal Affairs and Corporate SecretaryDavid J. Haen34—Vice President – Business Development____________(1)Our Class I directors serve until the 2013 annual meeting of stockholders, our Class II directors serve until the 2014 annual meeting of stockholders, andour Class III directors serve until the 2015 annual meeting of stockholders.(2)Members of our Audit Committee. Mr. Selter is the Chairman of the Committee.(3)Members of our Nominating and Corporate Governance Committee. Mr. Wennekamp is Chairman of the Committee.(4)Members of our Compensation Committee. Dr. Rubinfeld is Chairman of the Committee.Max Link, Ph.D, our Chairman of the Board, has been a director since 1996. Dr. Link has been retired from business since 2003. From March 2002until its acquisition by Zimmer Holdings, Dr. Link served as Chairman and CEO of Centerpulse, Ltd. From May 1993 to June 1994, Dr. Link served asthe Chief Executive Officer of Corange Ltd. (the holding company for Boehringer Mannheim Therapeutics, Boehringer Mannheim Diagnostics and DePuyInternational). From 1992 to 1993, Dr. Link was Chairman of Sandoz Pharma, Ltd. From 1987 to 1992, Dr. Link was the Chief Executive Officer ofSandoz Pharma and a member of the Executive Board of Sandoz, Ltd., Basel. Prior to 1987, Dr. Link served in various capacities with the United Statesoperations of Sandoz, including President and Chief Executive Officer. Dr. Link currently serves as a director of Alexion Pharmaceuticals, Inc. and CelsionCorporation, Inc., and has previously served on the Boards of Directors of Cell Therapeutics, Inc., Columbia Laboratories, Inc., Human Genome Sciences,Inc., Protein Design Laboratories and Discovery Laboratories, Inc., each a listed public company. Dr. Link has extensive executive-level experience with a number of large pharmaceutical companies, including Sandoz Pharma, Ltd. In these positions, hewas responsible for major strategic and other business initiatives, including new drug development, acquisitions and dispositions of new drug candidates andother technology, licensing, marketing and distribution agreements and other key contractual strategic arrangements that affect, or are likely to affect, ourcompany’s own business efforts. As an executive officer and board member of these other companies, he has experience with the regulatory schemes in foreignjurisdictions and also has been exposed to different approaches to corporate governance matters, potential conflicts of interest, and similar matters, whichenables him to offer importance guidance to our Board of Directors. Steven A. Kriegsman has been has been CytRx’s President and Chief Executive Officer and a director since July 2002. He also serves as a director ofGalena Biopharma, a listed public company, and is Chairman of its Compensation Committee and a member of its Strategy Committee. He previously servedas Director and Chairman of Global Genomics from June 2000 until 2002. Mr. Kriegsman is an inactive Chairman and Founder of Kriegsman Capital GroupLLC, a financial advisory firm specializing in the development of alternative sources of equity capital for emerging growth companies in the healthcareindustry. During his career, he has advised such companies as SuperGen Inc., Closure Medical Corporation, Novoste Corporation, Miravant MedicalTechnologies, and Maxim Pharmaceuticals. In the past five years, Mr. Kriegsman has also served on the Board of Directors of Bradley Pharmaceuticals, Inc.and Hythiam, Inc. Mr. Kriegsman has a B.S. degree with honors from New York University in Accounting and completed the Executive Program in Mergersand Acquisitions at New York University, The Management Institute. Mr. Kriegsman is a graduate of the Stanford Law School Directors’ College. 37 Mr. Kriegsman was formerly a Certified Public Accountant with KPMG in New York City. In February 2006, Mr. Kriegsman received the CorporatePhilanthropist of the Year Award from the Greater Los Angeles Chapter of the ALS Association and in October 2006, he received the Lou Gehrig MemorialCorporate Award from the Muscular Dystrophy Association. Mr. Kriegsman has been a guest speaker and lecturer at various universities including CaliforniaInstitute of Technology (Caltech), Brown University, and New York University. Mr. Kriegsman has been active in various charitable organizations includingthe Biotechnology Industry Organization, the California Health Institute, the ALS Association, the Los Angeles Venture Association, the Southern CaliforniaBiomedical Council, the American Association of Dance Companies and the Palisades-Malibu YMCA. Mr. Kriegsman’s extensive history as a member of management is vital to the Board of Directors’ collective knowledge of our day-to-day operations.Mr. Kriegsman also provides great insight as to how CytRx grew as an organization and his institutional knowledge is an invaluable asset to the Board ofDirectors in effecting its oversight of CytRx’s strategic plans. Mr. Kriegsman’s presence on the Board of Directors also allows for a flow of information andideas between the Board of Directors and management. Marvin R. Selter has been a director since October 2003. He has been President and Chief Executive Officer of CMS, Inc. since he founded that firm in1968. CMS, Inc. is a national management consulting firm. In 1972, Mr. Selter originated the concept of employee leasing. He served as a member of theBusiness Tax Advisory Committee—City of Los Angeles, Small Business Board—State of California and the Small Business Advisory Commission—Stateof California. Mr. Selter also serves on the Valley Economic Development Center as past Chairman and Audit Committee Chairman, the Board of ValleyIndustry and Commerce Association as past Chairman, the Advisory Board of the San Fernando Economic Alliance and the California State University—Northridge as Past Chairman of the Economic Research Center and President of the Olive View UCLA Medical Center Foundation. He has served, andcontinues to serve, as a member of boards of directors of various hospitals, universities, private medical companies and other organizations. Mr. Selterattended Rutgers—The State University, majoring in Accounting and Business Administration. He was an LPA having served as Controller, Financial VicePresident and Treasurer at distribution, manufacturing and service firms. He has lectured extensively on finance, corporate structure and budgeting for theAmerican Management Association and other professional teaching associations. Mr. Selter has founded, operated, and grown his own successful businesses, which gives him a valuable insight into the financial constraints andoperational challenges facing companies in the development stage and as they mature. He also has many years of involvement in various governmentalagencies and charitable organizations, which affords him an important perspective on the business regulatory process and capital-raising activities. Inaddition, he has significant education and work experience in accounting and financial matters that he is able to utilize as the named financial expert on ourAudit Committee. Louis Ignarro, Ph.D. has been a director since July 2002. He previously served as a director of Global Genomics since November 20, 2000. Dr. Ignarroserves as the Jerome J. Belzer, M.D. Distinguished Professor of Pharmacology in the Department of Molecular and Medical Pharmacology at the UCLA Schoolof Medicine. Dr. Ignarro has been at the UCLA School of Medicine since 1985 as a professor, acting chairman and assistant dean. Dr. Ignarro received theNobel Prize for Medicine in 1998. Dr. Ignarro received a B.S. in pharmacy from Columbia University and his Ph.D. in Pharmacology from the University ofMinnesota. Dr. Ignarro is a Nobel Laureate and an esteemed medical researcher whose experience enables him to offer importance scientific guidance to ourBoard of Directors. Joseph Rubinfeld, Ph.D. has been a director since July 2002. He co-founded SuperGen, Inc. in 1991 and has served as its Chief Executive Officer andPresident and as a director since its inception until December 31, 2003. He resigned as Chairman Emeritus of SuperGen, Inc. on February 8, 2005. Dr.Rubinfeld was also Chief Scientific Officer of SuperGen from 1991 until September 1997. Dr. Rubinfeld is also a founder of JJ Pharma. Dr. Rubinfeld wasone of the four initial founders of Amgen, Inc. in 1980 and served as a Vice President and its Chief of Operations until 1983. From 1987 until 1990, Dr.Rubinfeld was a Senior Director at Cetus Corporation and from 1968 to 1980, Dr. Rubinfeld was employed at Bristol-Myers Company, InternationalDivision in a variety of positions. Dr. Rubinfeld received a B.S. degree in chemistry from C.C.N.Y. and an M.A. and Ph.D. in chemistry from ColumbiaUniversity. Dr. Rubinfeld served as a senior executive of several large pharmaceutical companies before leaving to co-found SuperGEn and served as Chief ExecutiveOfficer or in other senior executive capacities with highly successful companies. Dr. Rubinfeld’s academic training and business experience enhances thebreadth and scope of our Board’s oversight of our company’s management, business, strategic relationships, and other activities, while his vision adds to thelong-range planning of our Board of Directors and management. 38 Richard L. Wennekamp has been a director since October 2003. He retired from Community Bank in June 2008 where he was the Senior Vice President-Credit Administration since October 2002. From September 1980 to July 2002, Mr. Wennekamp was an executive officer of Bank of America Corporation,holding various positions, including Managing Director-Credit Product Executive for the last four years of his 22-year term with the bank. From 1977through 1980, Mr. Wennekamp was a Special Assistant to former President of the United States, Gerald R. Ford, and the Executive Director of the FordTransition Office. Prior thereto, he served as Staff Assistant to the President of the United States for one year, and as the Special Assistant to the AssistantSecretary of Commerce of the U.S. Mr. Wennekamp’s senior executive experience in the banking and financial services industry distinguishes him from our other directors and adds uniquecapabilities and a different perspective to the deliberations of our Board of Directors. As a former chief credit officer at Bank of America and CommunityBank, he understands the credit needs, financing requirements, and operational constraints of development-stage and mature businesses. Daniel Levitt, M.D., Ph.D. joined us in October 2009 as our Chief Medical Officer, and was recently promoted to the position of Executive VicePresident in 2013. Dr. Levitt brings more than 24 years of senior management experience, having spearheaded numerous drug development programs tocommercialization at leading biotechnology and pharmaceutical companies. Prior to joining CytRx, Dr. Levitt served from January 2007 to February 2009 asExecutive Vice President, Research and Development at Cerimon Pharmaceuticals, Inc. Prior to that, from August 2003 to April 2006, he was Chief MedicalOfficer and Head of Clinical and Regulatory Affairs at Dynavax Technologies Corporation, managing clinical trials for four programs and overseeing multi-country regulatory strategies. From August 2002 to July 2003, Dr. Levitt was Chief Operating Officer and Head of Research and Development at Affymax,Inc., and prior to that he spent six years at Protein Design Labs, Inc., completing his tenure as that firm’s President and Head of Research and Development. Dr. Levitt’s past experience includes a position as Head of Drug Development at Geron Corporation, and Head of the Cytokine Development Unit and GlobalClinical Oncology at Sandoz Pharmaceuticals Ltd., and as Director, Clinical Oncology and Immunology at Hoffmann-LaRoche, Inc. Dr. Levitt graduatedMagna Cum Laude and Phi Beta Kappa with a Bachelor of Arts degree from Brandeis University. He earned both his M.D. and his Ph.D. in Biology fromthe University of Chicago, Pritzker School of Medicine. Dr. Levitt has received ten major research awards and authored or co-authored nearly 200 papers andabstracts. John Y. Caloz joined us in October 2007 as our Chief Accounting Officer. In January of 2009 Mr. Caloz was named Chief Financial Officer. He has ahistory of providing senior financial leadership in the life sciences sector, as Chief Financial Officer of Occulogix, Inc, a NASDAQ listed, medical therapycompany. Prior to that, Mr. Caloz served as Chief Financial Officer of IRIS International Inc., a Chatsworth, CA based medical device manufacturer. Heserved as Chief Financial Officer of San Francisco-based Synarc, Inc., a medical imaging company, and from 1993 to 1999 he was Senior Vice President,Finance and Chief Financial Officer of Phoenix International Life Sciences Inc. of Montreal, Canada, which was acquired by MDS Inc. in 1999. Mr. Calozwas a partner at Rooney, Greig, Whitrod, Filion & Associates of Saint Laurent, Quebec, Canada, a firm of Chartered Accountants specializing in researchand development and high tech companies, from 1983 to 1993. Mr. Caloz, a Chartered Accountant, holds a degree in Accounting from York University,Toronto, Canada. Scott Wieland, Ph.D, joined CytRx in 2005 as the Vice President, Clinical and Regulatory Affairs and was promoted to the position of Senior VicePresident, Drug Development in December 2008. Prior to that, he served in senior level positions in the areas of Drug Development, Clinical and RegulatoryAffairs at various biotech firms. He spent five years at NeoTherapeutics, Inc. serving as the Director of Product Development and was later promoted to VicePresident of Product Development. From 1990 to 1997, he served as Director of Regulatory Affairs at CoCensys, Inc. Dr. Wieland has a Ph.D. inBiopsychology and an M.A. in Psychology from the University of Arizona. He has an MBA from Webster University. Dr. Wieland received his B.S. inPhysiological Psychology from the University of California, Santa Barbara. Benjamin S. Levin, has been our General Counsel, Vice President — Legal Affairs and Corporate Secretary since July 2004. From November 1999 toJune 2004, Mr. Levin was an associate in the transactions department of the Los Angeles office of O’Melveny & Myers LLP. Mr. Levin received his S.B. inEconomics from the Massachusetts Institute of Technology, and a J.D. from Stanford Law School. David J. Haen joined CytRx in October 2003 as Director of Business Development and was promoted to Vice President of Business Development inDecember 2007. From 1999 to 2003, Mr. Haen worked as an associate for Kriegsman Capital Group LLC, a financial advisory firm focused on emergingcompanies in the life sciences field. Mr. Haen received a B.A. in Communications and Business from Loyola Marymount University. 39 Diversity Our board of directors, acting through the Nomination and Governance Committee, is responsible for assembling for shareholder consideration a group ofdirector-nominees that, taken together, have the experience, qualifications, attributes, and skills appropriate for functioning effectively as a board. TheNomination and Governance Committee periodically reviews the composition of the board of directors in light of the company’s changing requirements, itsassessment of the board of directors’ performance, and the input of shareholders and other key constituencies. The Nomination and Governance Committeelooks for certain characteristics common to all board members, including integrity, strong professional reputation and record of achievement, constructive andcollegial personal attributes, and the ability and commitment to devote sufficient time and energy to board service. In addition, the Nomination and GovernanceCommittee seeks to include on the board of directors a complementary mix of individuals with diverse backgrounds and skills reflecting the broad set ofchallenges that the board of directors confronts. These individual qualities can include matters such as experience in the company’s industry, technicalexperience (i.e., medical or research expertise), experience gained in situations comparable to the company’s, leadership experience, and relevant geographicaldiversity. Committees Our business, property and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of ourbusiness through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them and by participating atmeetings of the board and its committees. Our board of directors currently has three committees. The Audit Committee consists of Dr. Link, Mr. Selter and Mr. Wennekamp, the CompensationCommittee consists of Dr. Rubinfeld, Dr. Link, Mr. Selter and Mr. Wennekamp, and the Nomination and Governance Committee consist of Mr. Wennekamp,Dr. Rubinfeld and Mr. Selter. Such committees operate under formal charters, copies of which are available on our website at www.cytrx.com, that govern theirduties and conduct. Our board of directors has determined that Mr. Selter, one of the independent directors serving on our Audit Committee, is an “audit committee financialexpert” as defined by the SEC’s rules. Our board of directors has determined that Messrs. Link, Selter, Rubinfeld, Ignarro and Wennekamp are“independent” under the current independence standards of both The NASDAQ Capital Market and the SEC. Section 16(a) Beneficial Ownership Reporting Compliance Each of our executive officers and directors and persons who owns more than 10% of our outstanding shares of common stock is required under Section16(a) of the Securities Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and to furnishus with copies of those reports. Based solely on our review of copies of reports we have received and written representations from certain reporting persons, webelieve that our directors and executive officers and greater than 10% shareholders for 2011 complied with all applicable Section 16(a) filing requirements. Code of Ethics We have adopted a Code of Ethics applicable to all employees, including our principal executive officer, principal financial officer and principalaccounting officer, a copy of which is available on our website at www.cytrx.com. We will furnish, without charge, a copy of our Code of Ethics uponrequest. Such requests should be directed to Attention: Corporate Secretary, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California, or bytelephone at 310-826-5648. Board Leadership Structure Our Board has placed the responsibilities of Chairman with an independent non-employee member of the Board, which we believe provides betteraccountability between the Board and our management team. We believe it is beneficial to have an independent Chairman whose sole responsibility to us isguiding our Board members as they provide leadership to our executive team. Our Chairman is responsible for communication among the directors; setting theBoard meeting agendas in consultation with the President and Chief Executive Officer; and presiding at Board meetings, executive sessions and stockholdermeetings. This delineation of duties allows the President and Chief Executive Officer to focus his attention on managing the day-to-day business of thecompany. We believe this structure provides strong leadership for our Board, while positioning our President and Chief Executive Officer as the leader of thecompany in the eyes of our employees and other stakeholders. 40 Board of Directors Role in Risk Oversight In connection with its oversight responsibilities, our board of directors, including the Audit Committee, periodically assesses the significant risks that weface. These risks include, but are not limited to, financial, technological, competitive, and operational risks. Our board of directors administers its riskoversight responsibilities through our Chief Executive Officer and Chief Financial Officer, who review and assess the operations of our business as well asoperating management’s identification, assessment and mitigation of the material risks affecting our operations. Item 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis Overview of Executive Compensation Program The Compensation Committee of our Board of Directors has responsibility for establishing, implementing and monitoring our executive compensationprogram philosophy and practices. Generally speaking, the Compensation Committee determines compensation of our Chief Executive Officer and othernamed executive officers, and those determinations are ratified by our Board of Directors. The Compensation Committee seeks to ensure that the total compensation paid to our named executive officers is fair, reasonable and competitive.Generally, the types of compensation and benefits provided to the named executive officers are similar to those provided to our other officers. The Compensation Committee operates under a formal charter, copies of which are available on our website at www.cytrx.com, that governs its duties andconduct. At the 2012 annual meeting of the shareholders, the shareholders on a non-binding, advisory basis, approved the compensation of our executive officersas disclosed in our 2012 proxy statement. Based upon the results of this shareholder advisory vote, the Compensation Committee has determined to follow thestockholders’ recommendation and to continue to follow its compensation policies and procedures. Throughout this Annual Report, the individuals included in the Summary Compensation Table below are referred to as our “named executive officers.” Compensation Philosophy and Objectives The components of our executive compensation consist of salary, annual cash bonuses awarded based on the Compensation Committee’s subjectiveassessment of the achievement of corporate goals and each individual executive’s job performance during the past year, stock option grants to provideexecutives with longer-term incentives, and occasional special compensation awards (either cash, stock or stock options) to reward extraordinary efforts orresults. The Compensation Committee believes that an effective executive compensation program should provide base annual compensation that is reasonable inrelation to individual executive’s job responsibilities and reward the achievement of strategic goals of our company. We use annual and other periodic cashbonuses to reward an officer’s achievement of specific goals, including goals related to the development of our drug candidates and management of workingcapital. We use employee stock options as a retention tool and as a means to align the executive’s long-term interests with those of our stockholders, with theultimate objective of affording our executives an appropriate incentive to improve stockholder value. The Compensation Committee evaluates both performanceand compensation to maintain our company’s ability to attract and retain excellent employees in key positions and to assure that compensation provided to keyemployees remains competitive relative to the compensation paid to similarly situated executives of comparable companies. 41 Each of the corporate goals established and subsequently reviewed by the Compensation Committee results from a collaboration among our namedexecutive officers, including the leadership of our President and Chief Executive Officer and the support of our principal legal, financial, clinical, medical andbusiness development officers. The Compensation Committee’s assessment of the relative contribution of each named executive officer is based on periodicreports to our full Board of Directors regarding the progress of these business accomplishments and the individual efforts of our named executive officers, andyear-end consultations, which include discussions of performance reviews, with our President and Chief Executive Officer that are a normal part of theCompensation Committee’s compensation determinations. The Compensation Committee employs no objective measure of any individual’s contribution. The bonus amounts awarded to our eligible named executive officers are a function of their office and total compensation relative to the total compensationof our President and Chief Executive Officer, as adjusted by their relative employee evaluation, and with consideration given to comparable company data forsimilarly situated employees. The bonus amounts awarded to each named executive officer is set forth in the Summary Compensation Table. Because of the size of our company, the small number of executive officers in our company, and our company’s financial priorities, the CompensationCommittee has not implemented any pension benefits, deferred compensation plans or other similar plans for our named executive officers. Role of Executive Officers in Compensation Decisions The Compensation Committee annually determines the compensation of our named executive officers. Our President and Chief Executive Officer, orCEO, typically attends all meetings of the Compensation Committee, except for executive sessions at which his compensation is determined. At the request ofthe Compensation Committee, our CEO provides his assessment of the performance of our named executive officers, other than himself. Our CEO also takesan active part in the discussions of the compensation of named executive officers other than himself and assists in the development of a review matrix of eachexecutive’s contributions to the goals of the company that forms the basis for some compensation determinations. The Compensation Committee grants dueconsideration to our CEO’s assessments when making determinations regarding the compensation of our named executive officers. All CompensationCommittee deliberations and determinations regarding the compensation of our CEO are made without the presence of our CEO. Setting Executive Compensation Based on the foregoing objectives, the Compensation Committee has structured the company’s annual cash and incentive-based cash and non-cashexecutive compensation to seek to motivate our named executives to achieve the company’s business goals, including goals related to the development of the ourdrug candidates and management of working capital, to reward the executives for achieving such goals, and to retain the executives. In doing so, theCompensation Committee historically has not employed outside compensation consultants. During 2012, the Compensation Committee obtained three industrycompensation surveys and used them in its compensation deliberations regarding cash and equity compensation for our executive officers. The surveys usedwere an Equilar survey of public companies with a market capitalization between $50 million and $200 million, the Radford Global Life Sciences Survey,which is a survey of public and private life sciences companies of all sizes, and a survey of public and private companies in Los Angeles provided bysalary.com (which the Compensation Committee uses to adjust to geographic differences in cost of living). The Compensation Committee utilized this data to set annual salary increases and bonus amounts for our executive officers at levels targeted at or aroundthe third quartile of compensation amounts provided to executives at comparable companies, considering each individual’s experience level related to theirposition with us. The Compensation Committee has no policy regarding the use of benchmarks, and we have no established policy or target for the allocationbetween cash and non-cash incentive compensation. The Compensation Committee is authorized to retain its own independent advisors to assist in carrying out its responsibilities, but has not relied uponoutside compensation consultants. 42 Performance-driven Compensation We emphasize performance in annually reviewing and setting our executive officers’ base salary, bonuses and equity incentive compensation. Thisemphasis on performance with respect to a substantial portion of compensation is intended to motivate our executive officers to pursue our corporate goals,reward them for achievement of these goals and align their interests with those of our stockholders. Each year, we determine goals that we hope to achieve in the coming year, both on a corporate and individual basis. Our overall corporate performance ascompared to these goals, and an individual’s performance compared to his or her individual goals, primarily drive the recommendations that theCompensation Committee makes with respect to each executive officers’ base salary, cash bonus and equity incentive compensation. Other factors, such aslarger macroeconomic conditions of the industry and market in which we compete, as well as strategic business decisions and issues related to key employeeretention, also influence compensation decisions. Individual performance goals for each year initially are identified and developed by senior executives through a self-evaluation and goal-setting process,and our CEO refines and documents those goals in conjunction with the Compensation Committee. At the end of the year, the Compensation Committeereviews each performance goal and determines the extent to which we achieved such goals, and our CEO assesses the achievement of specific performancegoals relating to other executive officers. In establishing performance goals, the Compensation Committee considers whether the goals could possibly result in an incentive for any executives totake unwarranted risks in our company’s business and seeks to avoid creating any such incentives. Company Performance Goals For 2012, the Compensation Committee and the Board of Directors approved the following performance goals: ·Complete Phase 1b/2 clinical trial for aldoxorubicin primarily in patients soft tissue sarcomas; ·Advance enrollment for Phase 2b clinical trial for aldoxorubicin in patients with soft tissue sarcomas and Phase 2b clinical trial for tamibarotene inpatients with NSCLC; and ·Raise working capital. For 2012, the Compensation Committee determined that each of the corporate goals had either been achieved, or substantial progress towards achievementhad been made, and noted the particular contributions of executive officers to the achievement of those goals. Individual Performance The Compensation Committee reviews our executive officers’ performance based on overall achievement of the corporate goals and a review of individualgoals developed for each executive officer every year. The Compensation Committee, with the assistance of our CEO, determines the relative achievement of theperformance goals applicable to each executive officer, and assigns a performance rating based on a set of criteria set forth in an evaluation form. No specificformula is used with respect to setting any particular element of compensation based on the individual performance metrics. The score assigned to each officerwas based on a subjective assessment by our Compensation Committee members of the officer’s performance against the scoring standards of: 1 – Consistently Exceeds Expectations2 – Sometimes Exceeds Expectations3 – Meets Expectations4 – Sometimes Meets Expectations5 – Needs Improvement The numerical job scores, with a 1 being the best, and 5 being the worst, are determined based on an initial self-assessment by the officer, which issubject to change based on an evaluation of the self-assessment by the officer’s direct supervisor and on the Compensation Committee’s own assessment of theofficer’s job performance. For 2012, our Compensation Committee determined that the individual performance scores indicated below were merited by the officer’s respectivecontributions to our key business achievements discussed above, as well as the performance of their day-to-day responsibilities. On an officer-by-officerbasis, our Compensation Committee also considered the following: Mr. Kriegsman’s individual performance goals relate primarily to overall corporate objectives, including building stockholder value, managing workingcapital, management and successful operation of the executive management team, and development of personnel for future success. Based on those criteria,and noting our successful progress with respect to several clinical trials and our financing in a difficult market climate, the Compensation Committee gave arating of 1.1 to Mr. Kriegsman. 43 Mr. Caloz’s individual performance goals relate primarily to achievement of key financial objectives, such as managing and raising working capital,controlling spending, managing accounting personnel and maintaining regulatory compliance. Based on those criteria, the Compensation Committee noted Mr.Caloz’s role in obtaining needed working capital, his efforts to control expenditures, the continued improvement of our accounting department, and ourcompliance with filing deadlines, and gave a rating of 1.5 to Mr. Caloz. Dr. Levitt’s individual performance goals relate primarily to the achievement of key strategic and clinical objectives related to our clinical researchprograms, including ultimate oversight of the design and execution of our clinical programs, and analysis and implementation of new clinical opportunitiesimprove stockholder value. Based on those criteria, the Compensation Committee noted Dr. Levitt’s efforts towards our achievement of our key clinical goals,including the initiation of multiple new clinical trials and the announcement of important clinical data, and his development of strategic plans to build value,and gave a rating of 1.2 to Dr. Levitt. Based on those accomplishments and Dr. Levitt’s potential future value to the company, the Compensation Committeealso promoted Dr. Levitt to the title of Executive Vice President and Chief Medical Officer. Mr. Levin’s individual performance goals relate primarily to the management of the company’s legal risk, advice provided to the Board of Directors andmanagement, and maintaining regulatory compliance. Based on those criteria, the Compensation Committee noted Mr. Levin’s timely and useful advice onkey corporate matters that reduced corporate risk, and his work ensuring compliance with various regulations, and gave a rating of 1.2 to Mr. Levin. Dr. Wieland’s individual performance goals relate primarily to the execution of the objectives related to our clinical development, including planning,initiation, budgeting and management of our clinical programs. Based on those criteria, the Compensation Committee noted Dr. Wieland’s role in ourachievement of key clinical goals, including the initiation of multiple new clinical trials, and gave a rating of 1.9 to Dr. Wieland. 2012 Executive Compensation Components For 2012, as in recent years, the principal components of compensation for the named executive officers were: ·base salary; ·annual bonuses; and ·equity incentive compensation. Base Salary We provide named executive officers and other employees with base salary to compensate them for services rendered during the year. Generally, the basesalary element of compensation is used to recognize the experience, skills, knowledge and responsibilities required of each named executive officer, and reflectsour executive officers’ overall sustained performance and contributions to our business. During its review of base salaries for executives, the Compensation Committee primarily considers: ·the negotiated terms of each executive’s employment agreement, if any; ·each executive’s individual performance; ·an internal review of the executive’s compensation, both individually and relative to other named executive officers; and ·to a lesser extent, base salaries paid by comparable companies. 44 Salary levels are typically considered annually as part of the company’s performance review process, as well as upon a change in job responsibility.Merit-based increases to salaries are based on the company’s available resources and the Compensation Committee’s assessment of the individual’sperformance. Both assessments are based upon written evaluations of such criteria as job knowledge, communication, problem solving, initiative, goal-setting, and expense management. In 2012, the Compensation Committee considered our successful achievement or substantial progress towards our corporateperformance goals, and with consideration of the challenging financial environment, and our anticipation of clinical results in 2013 and beyond, awardedincreases in base salary for most executives. Base salaries were also reviewed in light of the Equilar, Radford and salary.com survey data to validate that theywere within acceptable ranges based on market salaries. Annual and Special Bonuses As we do not generate significant revenues and have not commercially released any products, the Compensation Committee bases its discretionary annualbonus awards on the achievement of corporate and individual goals, efforts related to extraordinary transactions, effective fund-raising efforts, effectivemanagement of personnel and capital resources, and bonuses paid by comparable companies, among other criteria. Mr. Kriegsman’s employment agreemententitles him to an annual cash bonus in an amount to be determined in our discretion, but not less than $150,000, and Dr. Levitt’s employment agreementprovides that his bonus will not be less than $150,000. Any cash bonuses to our other named executive officers are entirely in our discretion. During 2012, the Compensation Committee granted Mr. Kriegsman an annual cash bonus of $150,000, and granted cash bonuses to the other namedexecutive officers ranging from $75,000 to $150,000, principally based on their efforts in helping us advance the development of our products and raisecapital. Equity Incentive Compensation We believe that strong long-term corporate performance is achieved with a corporate culture that encourages a long-term focus by our executive officersthrough the use of equity awards, the value of which depends on our stock performance. We have established equity incentive plans to provide all of ouremployees, including our executive officers, with incentives to help align those employees’ interests with the interests of our stockholders and to enable them toparticipate in the long-term appreciation of our stockholder value. Additionally, equity awards provide an important retention tool for key employees, as theawards generally are subject to vesting over an extended period of time based on continued service with us. Typically, equity awards are granted annually at the end of each year based primarily on corporate performance as a whole during the preceding year. Inaddition, we may grant equity awards upon the occurrence of certain events during the year, for example, upon an employee’s hire or achievement of asignificant business objective. No formula is used in setting equity award grants and the determination of whether to grant equity awards, as well as the size of such equity awards, toour executive officers; rather, it involves subjective assessments by our Board of Directors, Compensation Committee and, with respect to executive officersother than himself, our CEO. Generally, annual equity awards are driven by our retention of experienced employees, and we consider individual performanceand contributions during the preceding year to the extent our Board of Directors and Compensation Committee believe such factors are relevant. As with basesalary and cash bonuses, for 2012 our Board of Directors and Compensation Committee also considered data from three surveys in determining equity awardgrants to our executive officers. In 2012, the Compensation Committee granted to Mr. Kriegsman nonqualified options to purchase, 500,000 shares of our common stock at a price of$1.83 per share, which equaled the closing market price on the date of grant. The option vests monthly over three years, unless Mr. Kriegsman’s employmentis terminated by us without “cause,” or by Mr. Kriegsman for “good reason,” in which case they vest immediately. In addition, in connection with the annualreview of our other named executive officers, the Compensation Committee also granted an aggregate of 300,000 stock options to those named executive officers.All of the other stock options had an exercise price equal to the closing market price on the date of grant, and also vest monthly over three years, provided thatsuch executives remain in our employ through such monthly vesting periods. The Compensation Committee also granted Dr. Levitt 100,000 shares of CytRxCorporation restricted stock, of which 50,000 shares will vest on June 30, 2013, and the remaining 50,000 shares will vest over the subsequent six months,provided that Dr. Levitt remains employed by us on each such date. 45 Generally speaking, we have not taken into consideration any amounts realized by our named executive officers from prior stock option or stock awardsin determining whether to grant new stock options or stock awards. No named executive officers have exercised options since 2003. Retirement Plans, Perquisites and Other Personal Benefits Our executive officers are eligible to participate in the same group insurance and employee benefit plans as our other salaried employees. These benefitsinclude medical, dental, vision, and disability benefits and life insurance. We have adopted a tax-qualified employee savings and retirement plan, our 401(k) Plan, for eligible U.S. employees, including our named executiveofficers. Eligible employees may elect to defer a percentage of their eligible compensation in the 401(k) Plan, subject to the statutorily prescribed annual limit.We may make matching contributions on behalf of all participants in the 401(k) Plan in an amount determined by our board of directors. We did not makeany matching contribution to the 401(k) Plan for 2012. Matching contributions, if any, are subject to a vesting schedule; all employee contributions are at alltimes fully vested. We intend the 401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so thatcontributions by employees to the 401(k) Plan, and income earned (if any) on plan contributions, are not taxable to employees until withdrawn from the 401(k)Plan, and so that we will be able to deduct our contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, mayinvest the assets of the 401(k) Plan in any of a number of investment options. We do not provide any of our executive officers with any other perquisites or personal benefits, other than benefits to Mr. Kriegsman provided for in hisemployment agreement. We are required by his employment agreement to carry a life insurance policy for Mr. Kriegsman in the amount of $1.4 million underwhich Mr. Kriegsman’s designee is the beneficiary. We purchased a policy with a face value of $2 million, of which we paid the premiums, and Mr.Kriegsman reimbursed the Company for the pro-rata share of these premiums on the $0.6 million additional policy. We periodically review the levels ofperquisites and other personal benefits provided to our named executive officers, but no changes to these benefits were made during 2012, and we do not expectany such changes in the foreseeable future. Employment Agreements and Severance Arrangements We have entered into written employment agreements with each of our named executive officers. The main purpose of these agreements is to protect thecompany from business risks such as competition for the executives’ service, loss of confidentiality or trade secrets, and solicitation of our other employees,and to define our right to terminate the employment relationship. The employment agreements also protect the executive from termination without “cause” (asdefined) and, in Mr. Kriegsman’s case, entitles him to resign for “good reason” (as defined). Each employment agreement was individually negotiated, so thereare some minor variations in the terms among executive officers. Generally speaking, however, the employment agreements provide for termination andseverance benefits that the Compensation Committee believes are consistent with industry practices for similarly situated executives. The CompensationCommittee believes that the termination and severance benefits help the company retain the named executive officers by providing them with a competitiveemployment arrangement and protection against unknowns such as termination without “cause” that go along with the position. In the event of termination without “cause,” the named executive officers will be entitled to a lump-sum payment equal to six months of base salary (24months in the case of Mr. Kriegsman). Mr. Kriegsman’s employment agreement also provides for our continuation of Mr. Kriegsman’s life insurance andmedical benefits during his 24-month severance period. If Mr. Kriegsman’s employment is terminated by us without “cause,” or by Mr. Kriegsman for “goodreason,” within two years following a change of control of CytRx, he also would be entitled under his employment agreement to receive a “gross-up” paymentequal to the sum of any excise tax on his termination benefits (including any accelerated vesting of his options under our Plans as described below) plus anypenalties and interest. In addition, if Mr. Kriegsman’s employment is terminated by us without “cause” or by Mr. Kriegsman for “good reason,” or terminatesdue to Mr. Kriegsman’s death or disability, his unvested stock options vest immediately. Change of Control Arrangements The company’s 2000 Long-Term Incentive Plan and 2008 Stock Incentive Plan provide generally that, upon a change of control of CytRx, all unvestedstock options and awards under the Plans held by plan participants, including the named executive officers, will become immediately vested and exercisableimmediately prior to the effective date of the transaction. The Compensation Committee believes that such “single trigger” change of control policy is consistentwith the objective of aligning the interests of the named executive officer’s and of the company’s stockholders by allowing the executives to participate equallywith stockholders in the event of a change of control transaction. 46 The foregoing severance and change of control arrangements, including the quantification of the payment and benefits provided under these arrangements,are described in more detail elsewhere in this Annual Report under the heading “Executive Compensation – Employment Agreements and Potential PaymentUpon Termination or Change in Control.” Ownership Guidelines The Compensation Committee has no requirement that each named executive officer maintain a minimum ownership interest in our company. Our long-term incentive compensation consists solely of periodic grants of stock options to our named executive officers. The stock option program: ·links the creation of stockholder value with executive compensation; ·provides increased equity ownership by executives; ·functions as a retention tool, because of the vesting features included in all options granted by the Compensation Committee; and ·helps us to maintain competitive levels of total compensation. We normally grant stock options to new executive officers when they join our company based upon their position with us and their relevant priorexperience. The options granted by the Compensation Committee generally vest monthly over the first three years of the ten-year option term. Vesting andexercise rights generally (except in the case of Mr. Kriegsman) cease upon termination of employment (or, in the case of exercise rights, 90 days thereafter),except in the case of death (subject to a one-year limitation), disability or retirement. Prior to the exercise of an option, the holder has no rights as a stockholderwith respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents. In addition to the initialoption grants, our Compensation Committee may grant additional options to retain our executives and reward, or provide incentive for, the achievement ofcorporate goals and strong individual performance. Our Board of Directors has granted our President and Chief Executive Officer the discretion to grant up to200,000 options to employees upon joining our company, and to make grants from an additional “discretionary pool” of up to 200,000 options during eachannual employee review cycle. Options are granted based on a combination of individual contributions to our company and on general corporate achievements,which may include the attainment of product development milestones (such as commencement and completion of clinical trials) and attaining other annualcorporate goals and objectives. On an annual basis, the Compensation Committee assesses the appropriate individual and corporate goals for our executivesand provides additional option grants based upon the achievement by the new executives of both individual and corporate goals. We expect that we willcontinue to provide new employees with initial option grants in the future to provide long-term compensation incentives and will continue to rely onperformance-based and retention grants to provide additional incentives for current employees. Additionally, in the future, the Compensation Committee mayconsider awarding additional or alternative forms of equity incentives, such as grants of bonus stock, restricted stock and restricted stock units. It is our policy to award stock options at an exercise price equal to The NASDAQ Capital Market’s closing price of our common stock on the date of thegrant. In certain limited circumstances, the Compensation Committee may grant options to an executive at an exercise price in excess of the closing price of thecommon stock on the grant date. The Compensation Committee has never granted options with an exercise price that is less than the closing price of ourcommon stock on the grant date, nor has it granted options which are priced on a date other than the grant date. For purposes of determining the exercise priceof stock options, the grant date is deemed to be the first day of employment for newly hired employees, or the date on which the Compensation Committee orthe Chief Executive Officer, as applicable, approves the stock option grant to existing employees. We have no program, practice or plan to grant stock options to our executive officers, including new executive officers, in coordination with the release ofmaterial nonpublic information. We also have not timed the release of material nonpublic information for the purpose of affecting the value of stock options orother compensation to our executive officers, and we have no plan to do so. 47 We have no policy regarding the adjustment or recovery of stock option awards in connection with the restatement of our financial statements, as ourstock option awards have not been tied to the achievement of specific financial goals. Tax and Accounting Implications Deductibility of Executive Compensation As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the InternalRevenue Code, which provides that corporations may not deduct compensation of more than $1,000,000 that is paid to certain individuals. We believe thatcompensation paid to our executive officers generally is fully deductible for federal income tax purposes. Accounting for Share-Based Compensation Beginning on January 1, 2006, we began accounting for share-based compensation in accordance with the requirements of ASC 718, Compensation –Stock Compensation. This accounting treatment has not significantly affected our compensation decisions. The Compensation Committee takes intoconsideration the tax consequences of compensation to the named executive officers, but tax considerations are not a significant part of the company’scompensation policy. These policies remained in place throughout 2012, and we expect to continue to follow them for the foreseeable future. Compensation Committee Interlocks and Insider Participation in Compensation Decisions There are no “interlocks,” as defined by the SEC, with respect to any member of the Compensation Committee. Max Link, Ph.D., Joseph Rubinfeld,Ph.D., Marvin R. Selter and Richard L. Wennekamp served as members of the Compensation Committee during 2012. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” required by Item 402(b) ofRegulation S-K and, based on such review and discussions, has recommended to our board of directors that the foregoing “Compensation Discussion andAnalysis” be included in this Annual Report. Dr. Joseph Rubinfeld,ChairmanRichard L. WennekampMarvin R. SelterDr. Max Link 48 Summary Compensation Table The following table presents summary information concerning all compensation paid or accrued by us for services rendered in all capacities during 2012,2011 and 2010 by Steven A. Kriegsman and John Y. Caloz, who are the only individuals who served as our principal executive and financial officers duringthe year ended December 31, 2012, and our three other most highly compensated executive officers who were serving as executive officers as of December 31,2012: Summary Compensation TableName and Principal PositionYear Salary ($) Bonus($)(1) OptionAwards($) (2)(4) All OtherCompensation($)(3) Total($) Steven A. Kriegsman President and Chief Executive Officer2012 700,000 150,000 655,000 13,700 1,518,700 2011 700,000 150,000 342,000 10,000 1,202,000 2010 650,000 450,000 564,750 10,000 1,674,750 John Y. Caloz Chief Financial Officer andTreasurer2012 340,000 75,000 131,000 — 546,000 2011 335,000 45,000 45,600 — 425,600 2010 325,000 25,000 37,650 — 387,650 Daniel Levitt, M.D., Ph.D. Executive Vice President and Chief2012 450,000 150,000 186,900 — 786,900 Medical Officer2011 450,000 112,500 114,000 — 676,500 2010 375,000 135,000 188,250 — 698,250 Benjamin S. Levin General Counsel, General Counsel, Vice President —Legal2012 340,000 75,000 131,000 — 546,000 Affairs and Secretary2011 340,000 55,000 57,000 — 452,000 2010 315,000 85,000 75,300 — 475,300 Scott Wieland, Ph.D. Senior Vice President – DrugDevelopment2012 330,000 75,000 131,000 — 546,000 2011 330,000 30,000 45,600 — 405,600 2010 315,000 75,000 75,300 — 465,300 ____________(1)Bonuses to the named executive officers reported above were paid in December of the applicable year. (2)The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, in accordance withASC 718, “Share Based-Payment.” The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricingmodel, based on the assumptions described in Note 12 of the Notes to Financial Statements included in this Annual Report. (3)This amount represents life insurance premiums.(4)In the case of Dr. Levitt, this amount represents the aggregate grant date fair value of a restricted stock award granted during the fiscal year. 49 2012 Grants of Plan-Based Awards In 2012, we granted stock options to our named executive officers under our 2008 Stock Incentive Plan as follows: 2012 Grants of Plan-Based AwardsName Grant DateAll OtherOptionAwards(# of CytRxShares) Exercise PriceofOptionAwards($/Share) Grant DateFair Value ofOptionAwards($) Steven A. Kriegsman12/10/2012 500,000(1) $1.83 $655,000 President and Chief Executive Officer John Y. Caloz12/10/2012 100,000(2) $1.83 $131,000 Chief Financial Officer and Treasurer Benjamin S. Levin12/10/2012 100,000(2) $1.83 $131,000 General Counsel, Vice President — Legal Affairs and Secretary Scott Wieland, Ph.D.12/10/2012 100,000(2) $1.83 $131,000 Senior Vice President – Drug Development ____________(1)Options vest monthly over three years, provided that Mr. Kriegsman remains in our employ through such monthly vesting period, unless Mr.Kriegsman’s employment is terminated by us without “cause” or by Mr. Kriegsman for “good reason,” in which case they vest immediately. (2)Options vest monthly over three years, provided that such executive remains in our employ through such monthly vesting period. We also granted to Dr. Levitt 100,000 shares of CytRx Corporation restricted stock, of which 50,000 shares will vest on June 30, 2013, and the remaining50,000 shares will vest over the subsequent six months, provided that Dr. Levitt remains employed by us on each such date. The shares of restricted stockgranted to Dr. Levitt have a grant date fair value of $186,900. 2000 Long-Term Incentive Plan and 2008 Stock Incentive Plan The purpose of our 2000 Long-Term Incentive Plan, or 2000 Plan, and our 2008 Stock Incentive Plan, or 2008 Plan, is to promote our success andenhance our value by linking the personal interests of our employees, officers, consultants and directors to those of our stockholders. The 2000 Plan wasoriginally adopted by our Board of Directors on August 24, 2000 and by our stockholders on June 7, 2001, with certain amendments to the Plan having beensubsequently approved by our Board of Directors and stockholders. On May 11, 2009, our Board of Directors approved an amendment to the 2000 Plan toallow for a one-time stock option re-pricing program for our employees. The 2008 Plan was adopted by our Board of Directors on November 21, 2008 and byour stockholders on July 1, 2009. 2000 Plan and 2008 Plan Descriptions The 2000 Plan and the 2008 Plan, or the Plans, are administered by the Compensation Committee of our Board of Directors. The CompensationCommittee has the power, authority and discretion to: ·designate participants; ·determine the types of awards to grant to each participant and the number, terms and conditions of any award; ·establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; and ·make all other decisions and determinations that may be required under, or as the Compensation Committee deems necessary or advisable toadminister, the Plan. 50 Awards under the 2000 Plan The 2000 Plan expired on August 6, 2010, and thus no shares are available for future grant under the 2000 Plan. Awards under the 2008 Plan The following is a summary description of financial instruments that may be granted to participants in our 2008 Plan by the Compensation Committee ofour Board of Directors. The Compensation Committee to date has only granted stock options to participants in the 2008 Plan. Stock Options. The Compensation Committee is authorized to grant both incentive stock options and non-qualified stock options. The terms of anyincentive stock option must meet the requirements of Section 422 of the Internal Revenue Code. The exercise price of an option may not be less than the fairmarket value of the underlying stock on the date of grant, and no option may have a term of more than 10 years from the grant date. Restricted Stock. The Compensation Committee may make awards of restricted stock, which will be subject to forfeiture to us and other restrictions asthe Compensation Committee may impose. Stock Bonus Awards. The Compensation Committee may make awards of stock bonus awards in consideration for past services actually rendered,which will be subject to repurchase by us and such other terms as the Compensation Committee may impose. Limitations on Transfer; Beneficiaries. Stock Option awards under the 2008 Plan may generally not be transferred or assigned by participants otherthan by will or the laws of descent and distribution. Awards of Restricted Stock or Stock Bonus awards may be transferred or assigned only upon suchterms and conditions as set forth in the award agreement or as determined by the Compensation Committee in its discretion. Acceleration Upon Certain Events. In the event of a “Corporate Transaction” as defined in the 2008 Plan, all outstanding options will become fullyvested, subject to the holder’s consent with respect to incentive stock options, and exercisable and all restrictions on all outstanding awards will lapse. Unlessthe surviving or acquiring entity assumes the awards in the Corporate Transaction or the stock award agreement provides otherwise, the stock awards willterminate if not exercised at or prior to the Corporate Transaction. Termination and Amendment Our Board of Directors or the Compensation Committee may, at any time and from time to time, terminate or amend the 2000 Plan or the 2008 Planwithout stockholder approval; provided, however, that our board or the Compensation Committee may condition any amendment on the approval of ourstockholders if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations. No terminationor amendment of the Plans may adversely affect any award previously granted without the written consent of the participants affected. The CompensationCommittee may amend any outstanding award without the approval of the participants affected, except that no such amendment may diminish or impair thevalue of an award. 51 Holdings of Previously Awarded Equity Equity awards held as of December 31, 2012 by each of our named executive officers were issued under our 2000 Plan and 2008 Plan. The following tablesets forth outstanding equity awards held by our named executive officers as of December 31, 2012: 2012 Outstanding Equity Awards at Fiscal Year-End Option Awards Number of Securities UnderlyingUnexercised Options (#) Name Exercisable Unexercisable OptionExercise Price(3) ($) OptionExpirationDate Steven A. Kriegsman — (1) 500,000 1.83 12/10/22 President and Chief Executive Officer 71,486 (1) 142,800 2.17 12/11/21 71,443 (1) 35,700 7.07 12/14/20 107,143 (1) — 7.35 12/10/19 42,857 (1) — 2.59 11/21/18 64,286 (1) — 8.05 4/07/18 50,000 (1) — 8.05 4/18/17 28,571 (1) — 8.05 6/16/16 42,857 (1) — 5.53 5/17/15 35,714 (2) — 8.05 6/19/13 107,143 (2) — 8.05 6/20/13 John Y. Caloz — (1) 100,000 1.83 12/10/22 Chief Financial Officer and Treasurer 9,531 (1) 19,040 2.17 12/11/21 4,764 (1) 2,379 7.07 12/14/20 17,857 (1) — 7.35 12/10/19 7,143 (1) — 2.10 01/02/19 7,143 (2) — 2.59 11/21/18 3,571 (2) — 8.05 04/07/18 3,571 (2) — 8.05 12/06/17 10,714 (2) — 8.05 10/26/17 Daniel Levitt, M.D., Ph.D. — (4) 100,000 n/a n/a Executive Vice President and Chief 23,829 (1) 47,600 2.17 12/11/21 Medical Officer 23,800 (1) 11,914 7.07 12/14/20 71,429 (1) — 7.42 10/11/19 Benjamin S. Levin — (1) 100,000 1.83 12/10/22 General Counsel, Vice President — Legal 11,914 (1) 23,800 2.17 12/11/21 Affairs and Secretary 9,529 (1) 4,757 7.07 12/14/20 14,286 (1) — 7.35 12/10/19 14,286 (1) — 2.59 11/21/18 14,286 (1) — 8.05 4/07/18 14,286 (1) — 8.05 4/18/17 12,857 (1) — 8.05 6/16/16 21,429 (1) — 5.53 5/17/15 22,857 (2) — 8.05 7/15/14 Scott Wieland, Ph.D. — (1) 100,000 1.83 12/10/22 Senior Vice President – Drug Development 9,531 (1) 19,040 2.17 12/11/21 9,529 (1) 4,757 7.07 12/14/20 14,286 (1) — 7.35 12/10/19 4,286 (2) — 3.99 7/01/18 7,143 (2) — 2.59 11/21/18 14,286 (2) — 8.05 4/18/17 3,571 (2) — 8.05 12/06/17 52 (1)These options vest in 36 equal monthly installments, subject to the option holder’s remaining in our continuous employ through such dates. If Mr.Kriegsman’s employment is terminated by us without “cause” or by Mr. Kriegsman for “good reason,” his unvested options will immediately vest in full.(2)These options vest in three annual installments, subject to the option holder’s remaining in our continuous employ through such dates.(3)The reported options with prices of $8.05 were re-priced to that exercise price on July 1, 2009.(4)Represents 100,000 shares of CytRx Corporation restricted stock, of which 50,000 shares will vest on June 30, 2013, and the remaining 50,000 shares willvest over the subsequent six months, provided that Dr. Levitt remains employed by us on each such date.Option Exercises and Stock Vested There were no exercises of stock options by any of our named executive officers during 2012. No restricted stock held by any of our named executiveofficers vested during 2012. Employment Agreements and Potential Payment upon Termination or Change in Control Employment Agreement with Steven A. Kriegsman Mr. Kriegsman is employed as our Chief Executive Officer and President pursuant to a fourth amended and restated employment agreement dated as ofMay 10, 2012 that expires on December 31, 2015. The employment agreement will automatically renew following the expiration date for an additional one-yearperiod, unless either Mr. Kriegsman or we elect not to renew it. Under his employment agreement as amended, Mr. Kriegsman is entitled to receive an annual base salary of $700,000. Our board of directors (or itsCompensation Committee) will review the base salary annually and may increase (but not decrease) it in its sole discretion. In addition to his annual salary,Mr. Kriegsman is eligible to receive an annual bonus as determined by our board of directors (or its Compensation Committee) in its sole discretion, but not tobe less than $150,000. Pursuant to his employment agreement with us, we have agreed that he shall serve on a full-time basis as our Chief Executive Officerand President and that he may continue to serve as Chairman of the Kriegsman Group only so long as necessary to complete certain current assignments. Mr. Kriegsman is eligible to receive grants of options to purchase shares of our common stock. The number and terms of those options, including thevesting schedule, will be determined by our board of directors (or its Compensation Committee) in its sole discretion. Under Mr. Kriegsman’s employment agreement, we have agreed that, if he is made a party, or threatened to be made a party, to a suit or proceeding byreason of his service to us, we will indemnify and hold him harmless from all costs and expenses to the fullest extent permitted or authorized by our certificateof incorporation or bylaws, or any resolution of our board of directors, to the extent not inconsistent with Delaware law. We also have agreed to advance to Mr.Kriegsman such costs and expenses upon his request if he undertakes to repay such advances if it ultimately is determined that he is not entitled toindemnification with respect to the same. These employment agreement provisions are not exclusive of any other rights to indemnification to which Mr.Kriegsman may be entitled and are in addition to any rights he may have under any policy of insurance maintained by us. 53 In the event we terminate Mr. Kriegsman’s employment without “cause” (as defined), or if Mr. Kriegsman terminates his employment with “good reason”(as defined), (i) we have agreed to pay Mr. Kriegsman a lump-sum equal to his salary and prorated minimum annual bonus through to his date of termination,plus his salary and minimum annual bonus for a period of two years after his termination date, or until the expiration of the amended and restatedemployment agreement, whichever is later, (ii) he will be entitled to immediate vesting of all stock options or other awards based on our equity securities, and(iii) he will also be entitled to continuation of his life insurance premium payments and continued participation in any of our health plans through to the laterof the expiration of the amended and restated employment agreement or 24 months following his termination date. Mr. Kriegsman will have no obligation insuch events to seek new employment or offset the severance payments to him by any compensation received from any subsequent reemployment by anotheremployer. Under Mr. Kriegsman’s employment agreement, he and his affiliated company, The Kriegsman Group, are to provide us during the term of hisemployment with the first opportunity to conduct or take action with respect to any acquisition opportunity or any other potential transaction identified bythem within the biotech, pharmaceutical or health care industries and that is within the scope of the business plan adopted by our board of directors. Mr.Kriegsman’s employment agreement also contains confidentiality provisions relating to our trade secrets and any other proprietary or confidential information,which provisions shall remain in effect for five years after the expiration of the employment agreement with respect to proprietary or confidential informationand for so long as our trade secrets remain trade secrets. Potential Payment upon Termination or Change in Control for Steven A. Kriegsman Mr. Kriegsman’s employment agreement contains no provision for payment to him in the event of a change in control of CytRx. If, however, a change incontrol (as defined in our 2000 Plan or our 2008 Plan) occurs during the term of the employment agreement, and if, during the term and within two years afterthe date on which the change in control occurs, Mr. Kriegsman’s employment is terminated by us without “cause” or by him for “good reason” (each asdefined in his employment agreement), then, in addition to the severance benefits described above, to the extent that any payment or distribution of any type byus to or for the benefit of Mr. Kriegsman resulting from the termination of his employment is or will be subject to the excise tax imposed under Section 4999 ofthe Internal Revenue Code of 1986, as amended, we have agreed to pay Mr. Kriegsman, prior to the time the excise tax is payable with respect to any suchpayment (through withholding or otherwise), an additional amount that, after the imposition of all income, employment, excise and other taxes, penalties andinterest thereon, is equal to the sum of (i) the excise tax on such payments plus (ii) any penalty and interest assessments associated with such excise tax. Employment Agreement with Daniel Levitt, M.D., Ph.D. Daniel Levitt is employed as our Executive Vice President and Chief Medical Officer pursuant to an employment agreement dated as of January 1, 2013that expires on December 31, 2013. Dr. Levitt is entitled under his employment agreement to receive an annual base salary of $525,000 and is eligible to receivean annual bonus as determined by our board of directors (or our Compensation Committee) in its sole discretion, but not to be less than $150,000. In the eventwe terminate Dr. Levitt’s employment without cause (as defined), we have agreed to pay him a lump-sum equal to his accrued but unpaid salary and vacation,plus an amount equal to six months’ salary under his employment agreement. Employment Agreement with John Y. Caloz John Y. Caloz is employed as our Chief Financial Officer and Treasurer pursuant to an employment agreement dated as of January 1, 2013 that expires onDecember 31, 2013. Mr. Caloz is entitled under his employment agreement to receive an annual base salary of $350,000 and is eligible to receive an annualbonus as determined by our board of directors (or our Compensation Committee) in its sole discretion. In the event we terminate Mr. Caloz’s employmentwithout cause (as defined), we have agreed to pay him a lump-sum equal to his accrued but unpaid salary and vacation, plus an amount equal to six months’salary under his employment agreement. Employment Agreement with Scott Wieland, Ph.D. Scott Wieland is employed as our Senior Vice President — Drug Development pursuant to an employment agreement dated as of January 1, 2013 thatexpires on December 31, 2013. Dr. Wieland is paid an annual base salary of $350,000 and is eligible to receive an annual bonus as determined by our board ofdirectors (or our Compensation Committee) in its sole discretion. In the event we terminate Dr. Wieland’s employment without “cause” (as defined), we haveagreed to pay him a lump-sum equal to his accrued but unpaid salary and vacation, plus an amount equal to six months’ base salary. Employment Agreement with Benjamin S. Levin Benjamin S. Levin is employed as our Vice President — Legal Affairs, General Counsel and Secretary pursuant to an employment agreement dated as ofJanuary 1, 2013 that expires on December 31, 2013. Mr. Levin is paid an annual base salary of $350,000 and is eligible to receive an annual bonus asdetermined by our board of directors (or our Compensation Committee) in its sole discretion. In the event we terminate Mr. Levin’s employment without“cause” (as defined), we have agreed to pay him a lump-sum equal to his accrued but unpaid salary and vacation, plus an amount equal to six months’ basesalary. 54 Quantification of Termination Payments and Benefits The table below reflects the amount of compensation to each of our named executive officers in the event of termination of such executive’s employmentwithout “cause” or his resignation for “good reason,” termination following a change in control and termination upon the executive’s death of permanentdisability. The named executive officers are not entitled to any payments other than accrued compensation and benefits in the event of their voluntaryresignation. The amounts shown in the table below assume that such termination was effective as of December 31, 2012, and thus includes amounts earnedthrough such time, and are estimates only of the amounts that would be payable to the executives. The actual amounts to be paid will be determined upon theoccurrence of the events indicated. Termination Payments and Benefits Termination w/o Cause or, forSteven A. Kriegsman, for GoodReason Name BenefitBefore ChangeinControl ($) After ChangeinControl ($)Death ($) Disability ($) Change inControl ($) Steven A. KriegsmanSeverance Payment(4) 1,400,000 1,400,000 1,400,000 1,400,000 — President and ChiefStock Options (1) — — — — — Executive OfficerHealth Insurance (2) 54,800 54,800 54,800 54,800 54,800 Life Insurance 13,700 13,700 — 13,700 — Bonus 300,000 300,000 300,000 300,000 — Tax Gross Up (3) — — — — — John Y. CalozSeverance Payment(4) 175,000 175,000 — — — Chief Financial OfficerStock Options (1) — — — — — Daniel Levitt, M.D., Ph.D.Severance Payment(4) 262,500 262,500 — — — Executive Vice PresidentStock Options (1) — — — — — and Chief Medical Officer Benjamin S. LevinSeverance Payment 175,000 175,000 — — — General Counsel, ViceStock Options (1) — — — — — President — Legal Affairs and Secretary Scott Wieland, Ph.D.Severance Payment(4) 175,000 175,000 — — — Senior Vice President –Stock Options (1) — — — — — Drug Development ____________(1)Represents the aggregate value of stock options that vest and become exercisable immediately upon each of the triggering events listed as if suchevents took place on December 31, 2012, determined by the aggregate difference between the stock price as of December 31, 2012 and the exerciseprices of the underlying options. (2)Represents the cost as of December 31, 2012 for the family health benefits provided to Mr. Kriegsman for a period of two years. (3)Mr. Kriegsman’s employment agreement provides that if a change in control (as defined in our 2000 Plan or our 2008 Plan) occurs during the term ofthe employment agreement, and if, during the term and within two years after the date on which the change in control occurs, Mr. Kriegsman’semployment is terminated by us without “cause” or by him for “good reason” (each as defined in his employment agreement), then, to the extent thatany payment or distribution of any type by us to or for the benefit of Mr. Kriegsman resulting from the termination of his employment is or will besubject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, we will pay Mr. Kriegsman, prior to thetime the excise tax is payable with respect to any such payment (through withholding or otherwise), an additional amount that, after the imposition ofall income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the excise tax on such payments plus (ii) anypenalty and interest assessments associated with such excise tax. Based on Mr. Kriegsman’s past compensation and the estimated payment thatwould result from a termination of his employment following a change in control, we have estimated that a gross-up payment would not be required.“Good reason” as defined in Mr. Kriegsman’s employment agreement includes any change in Mr. Kriegsman’s duties or title that are inconsistentwith his position as Chief Executive Officer. (4)Severance payments are prescribed by our employment agreements with the named executive officers and represent a factor of their annual basecompensation ranging from six months to two years. 55 Compensation of Directors We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our board of directors. Directors whoalso are employees of our company currently receive no compensation for their service as directors or as members of board committees. In setting directorcompensation, we consider the significant amount of time that directors dedicate to the fulfillment of their director responsibilities, as well as the competencyand skills required of members of our board. The directors’ current compensation schedule has been in place since May 2009. The directors’ annualcompensation year begins with the annual election of directors at the annual meeting of stockholders. The annual retainer year period has been in place fordirectors since 2003. Periodically, our board of directors reviews our director compensation policies and, from time to time, makes changes to such policiesbased on various criteria the board deems relevant. Our non-employee directors receive a quarterly retainer of $6,000 (plus an additional $12,500 for the Chairman of the Board, $5,000 for the Chairmanof the Audit Committee, and $1,500 for the Chairmen of the Nomination and Governance Committee and the Compensation Committee), a fee of $3,000 foreach board meeting attended ($750 for board actions taken by unanimous written consent), $2,000 for each meeting of the Audit Committee attended, and$1,000 for each other committee meeting attended. Non-employee directors who serve as the chairman of a board committee receive an additional $2,000 foreach meeting of the Nomination and Governance Committee or the Compensation Committee attended and an additional $2,500 for each meeting attended ofthe audit committee. In May 2012, we granted stock options to purchase 7,143 shares of our common stock, and in December 2012, we granted stock optionsto purchase an additional 100,000 shares of our common stock, to each non-employee director at an exercise price equal to the current market value of ourcommon stock on the date of grant. The options were vested, in full, upon grant. The following table sets forth the compensation paid to our directors other than our Chief Executive Officer for 2012: Director Compensation Table Name (1) Fees EarnedorPaid in Cash($) (2) OptionAwards($) (3)(4) Total ($) Max Link, Ph.D., Chairman 105,250 175,450 280,700 Marvin R. Selter, Vice Chairman 93,250 175,450 268,700 Louis Ignarro, Ph.D., Director 46,500 175,450 221,950 Joseph Rubinfeld, Ph.D., Director 136,500 222,850 359,350 Richard L. Wennekamp, Director 72,250 175,450 247,700 ____________(1)Steven A. Kriegsman does not receive additional compensation for his role as a Director. For information relating to Mr. Kriegsman’s compensation asPresident and Chief Executive Officer, see the Summary Compensation Table above.(2)The amounts in this column represent cash payments made to Non-Employee Directors for annual retainer fees, committee and/or chairmanship fees andmeeting fees during the year.(3)In May 2012, we granted stock options to purchase 7,143 shares of our common stock, and in December 2012, we granted stock options to purchase anadditional 100,000 shares of our common stock, to each non-employee director at an exercise price equal to the current market value of our common stockon the date of grant, which had an aggregate grant date fair value of $175,450 calculated in accordance with FASB ASC Topic 718. The amountrecognized for these awards was calculated using the Black Scholes option-pricing model, and reflect grants from our 2008 Long-Term Incentive Plan,which is described in Note 12 of the Notes to Consolidated Financial Statements.(4)In December, 2012, we granted stock options to Dr. Rubinfeld to purchase 30,000 shares of our common shares at an exercise price equal to the currentmarket value of our common stock on the date of grant, which had an aggregate grant date fair value of $47,400.Joseph Rubinfeld, Ph.D. Consulting Agreement On December 2, 2008, we entered into a written consulting agreement with Joseph Rubinfeld, Ph.D., under which Dr. Rubinfeld agrees to serve as ourChief Scientific Advisor. In exchange, we granted to Dr. Rubinfeld under our 2008 Stock Incentive Plan a ten-year stock option to purchase up to 50,000shares of our common stock at an exercise price of $2.45 per share, which equaled the market price of our common stock as of the grant date. The fair valueof this option grant was $116,900. The stock option vested immediately upon grant as to 7,143 of the option shares and vested as to the remaining optionshares in 36 equal monthly installments, and is now fully vested. The consulting agreement is terminable at any time by either party upon notice to the otherparty. On December 10, 2012, we entered into an amendment to our written consulting agreement with Dr. Rubinfeld, Ph.D. to provide for the one-time grant toDr. Rubinfeld under our 2008 Plan of an option to purchase 30,000 shares of our common stock at an exercise price of $1.83 per share, which was equal to themarket price of our common stock on the grant date. The option has a term of ten years and is fully vested. The fair value of this option grant was $47,400. 56 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our commonstock as of March 11, 2013 by (1) each person who is known by us to beneficially own more than five percent of our common stock; (2) each of ourdirectors; (3) the named executive officers listed in the Summary Compensation Table under Item 11; and (4) all of our executive officers and directors as agroup. Beneficial ownership is determined in accordance with the SEC rules. Shares of common stock subject to any warrants or options that are presentlyexercisable, or exercisable within 60 days of March 11, 2013 (which are indicated by footnote) are deemed outstanding for the purpose of computing thepercentage ownership of the person holding the warrants or options, but are not treated as outstanding for the purpose of computing the percentage ownershipof any other person. The percentage ownership reflected in the table is based on 30,517,370 shares of our common stock outstanding as of March 11, 2013,excluding treasury shares. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares of commonstock shown, subject to applicable community property laws. An asterisk represents beneficial ownership of less than 1%. Shares ofCommon Stock Name of Beneficial Owner Number Percent Scott Patterson 4,478,662 14.7%Louis Ignarro, Ph.D.(1) 208,131 * Steven A. Kriegsman(2) 1,329,797 4.4%Max Link, Ph.D.(3) 183,315 * Joseph Rubinfeld, Ph.D.(4) 225,000 * Marvin R. Selter 65,351 * Richard L. Wennekamp(6) 161,710 * Dan Levitt, M.D., Ph.D.(7) 247,236 * John Y. Caloz (8) 87,504 * Scott Wieland, Ph.D.(9) 82,091 * Benjamin S. Levin(10) 160,977 * All executive officers and directors as a group (ten persons)(11) 2,751,111 9.0%____________(1)Includes 195,000 shares subject to options or warrants.(2)Includes 732,686 shares subject to options or warrants. Mr. Kriegsman’s address is c/o CytRx Corporation, 11726 San Vicente Boulevard, Suite650, Los Angeles, CA 90049.(3)Includes 146,128 shares subject to options or warrants.(4)Includes 225,000 shares subject to options or warrants.(5)The shares shown are owned, of record, by the Selter Family Trust or Selter IRA Rollover.(6)Includes 145,000 shares subject to options or warrants.(7)Includes 132,950 shares subject to options or warrants.(8)Includes 82,962 shares subject to options or warrants.(9)Includes 82,091 shares subject to options or warrants.(10)Includes 156,180 shares subject to options or warrants.(11)Includes 1,897,996 shares subject to options or warrants. 57 Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Director Independence Our board of directors has determined that Messrs. Link, Selter, Rubinfeld, Ignarro and Wennekamp are “independent” under the current independencestandards of both The NASDAQ Capital Market and the SEC, and have no material relationships with us (either directly or as a partner, shareholder orofficer of any entity) that are inconsistent with a finding of their independence as members of our board of directors. Our board has determined that Messrs.Link, Selter and Wennekamp also are “independent” for purposes of service as the members of our Audit Committee. In making these determinations, ourboard of directors has broadly considered all relevant facts and circumstances, recognizing that material relationships can include commercial, banking,consulting, legal, accounting, and familial relationships, among others. Transactions with Related Persons General Our Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons, in accordance with its Charter andNASDAQ Marketplace Rules. Transactions between us and one or more related persons may present risks or conflicts of interest or the appearance of conflicts of interest. Our Code ofEthics requires all employees, officers and directors to avoid activities or relationships that conflict, or may be perceived to conflict, with our interests oradversely affect our reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriateso long as there is full disclosure of the interest of the related parties in the transaction and review and approval by disinterested directors to ensure there is alegitimate business reason for the transaction and that the transaction is fair to us and our stockholders. As a result, the procedures followed by the Audit Committee to evaluate transactions with related persons require: ·that all related person transactions, all material terms of the transactions, and all the material facts as to the related person’s direct or indirect interestin, or relationship to, the related person transaction must be communicated to the Audit Committee; and ·that all related person transactions, and any material amendment or modification to any related person transaction, be reviewed and approved orratified by the Audit Committee, as required by NASDAQ Marketplace Rules. Our Audit Committee will evaluate related person transactions based on: ·information provided by members of our board of directors in connection with the required annual evaluation of director independence; ·pertinent responses to the Directors’ and Officers’ Questionnaires submitted periodically by our officers and directors and provided to the AuditCommittee by our management; ·background information on nominees for director provided by the Nominating and Corporate Governance Committee of our board of directors; and ·any other relevant information provided by any of our directors or officers. In connection with its review and approval or ratification, if appropriate, of any related person transaction, our Audit Committee is to consider whether thetransaction will compromise standards included in our Code of Ethics. In the case of any related person transaction involving an outside director or nomineefor director, the Audit Committee also is to consider whether the transaction will compromise the director’s status as an independent director as prescribed inthe NASDAQ Marketplace Rules. There were no related person transactions in 2012. 58 Exemption Clause Instruction 7(a) to Item 404(a) of Securities and Exchange Commission Regulation S-K states that disclosure need not be provided if the transaction is onewhere the rates or charges involved in the transaction are determined by competitive bid, or the transaction involves rendering of services as a common orcontract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. Applicable Definitions For purposes of our Audit Committee’s review: ·“related person” has the meaning given to such term in Item 404(a) of Securities and Exchange Commission Regulation S-K (“Item 404(a)”); and ·“related person transaction” means any transaction for which disclosure is required under the terms of Item 404(a) involving us and any relatedpersons. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES BDO USA, LLP, or BDO, serves as our independent registered public accounting firm and audited our financial statements for the years endedDecember 31, 2012, 2011 and 2010. Audit Fees The fees for 2012 and 2011 from BDO for professional services rendered for the audit of our annual consolidated financial statements and internalcontrols over financial reporting, quarterly and S-3 reviews were $376,300 and $347,000, respectively. Tax Fees The aggregate fees billed by BDO for professional services for tax compliance, tax advice and tax planning were $22,325 and $23,325 for 2012 and2011, respectively. All Other Fees No other services were rendered by BDO for 2012 and 2011. Pre-Approval Policies and Procedures It is the policy of our Audit Committee that all services to be provided by our independent registered public accounting firm, including audit services andpermitted audit-related and non-audit services, must be pre-approved by our Audit Committee. Our Audit Committee pre-approved all services, audit and non-audit, provided to us by BDO for 2012 and 2011. 59 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this 10-K: (1) Financial Statements Our consolidated financial statements and the related report of the independent registered public accounting firm thereon are set forth on pages F-1 to F-19of this Annual Report. These consolidated financial statements are as follows: Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms (2) Financial Statement Schedules The following financial statement schedule is set forth on page F-19 of this Annual Report. Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011 and 2010 All other schedules are omitted because they are not required, not applicable, or the information is provided in the financial statements or notes thereto. (b) Exhibits See Exhibit Index on page 61 of this Annual Report, which is incorporated herein by reference. 60 CytRx CorporationForm 10-K Exhibit IndexExhibitNumberDescription Footnote 1.1Underwriting Agreement dated as of October 17, 2012 between CytRx Corporation and Aegis Capital Corp.(w) 2.1Agreement and Plan of Merger, dated as of June 6, 2008, among CytRx Corporation, CytRx Merger Subsidiary, Inc.,Innovive Pharmaceuticals, Inc., and Steven Kelly(n) 3.1Amended and Restated Certificate of Incorporation of CytRx Corporation, as amended(x) 3.2Certificate of Amendment of Restated Certificate of Incorporation(y) 3.3Restated By-Laws of CytRx Corporation(a) 4.1Shareholder Protection Rights Agreement dated April 16, 1997 between CytRx Corporation and American Stock Transfer&Trust Company, as Rights Agent(b) 4.2Amendment No. 1 to Shareholder Protection Rights Agreement, dated February 11, 2002(e) 4.3Amendment No. 2 to Shareholder Protection Rights Agreement, dated March 30, 2007(l) 4.4Securities Purchase Agreement, dated July 24, 2009, between CytRx Corporation and the purchasers listed on the signaturepages thereto(p) 4.5Form of Common Stock Purchase Warrant to be issued by CytRx Corporation to purchasers under the Securities PurchaseAgreement, dated July 24, 2009(p) 4.6Form of Common Stock Purchase Warrant issued by CytRx Corporation, dated August 1, 2011(r) 4.7Form of Common Stock Purchase Warrant issued by CytRx Corporation, dated September 7, 2011(s) 4.8Restricted Stock Purchase Agreement dated December 31, 2012, between CytRx Corporation and Daniel Levitt, M.D.,Ph.D. 10.1*CytRx Corporation 2000 Long-Term Incentive Plan(c) 10.2*Amendment No. 1 to CytRx Corporation 2000 Long-Term Incentive Plan(f) 10.3*Amendment No. 2 to CytRx Corporation 2000 Long-Term Incentive Plan(f) 10.4*Amendment No. 3 to CytRx Corporation 2000 Long-Term Incentive Plan(g) 10.5*Amendment No. 4 to CytRx Corporation 2000 Long-Term Incentive Plan(g) 10.6*CytRx Corporation Amended and Restated 2008 Stock Incentive Plan(x) 10.7*First Amendment to CytRx Corporation 2008 Stock Incentive Plan(z) 10.8*Second Amendment to CytRx Corporation 2008 Stock Incentive Plan(aa) 10.9†License Agreement, dated December 7, 2001, by and between CytRx Corporation and Vical Incorporated(d) 61 10.10Office Lease between The Kriegsman Capital Group, LLC and Douglas Emmett Joint Venture, dated April 13, 2000(g) 10.11Assignment, Assumption and Consent, effective July 1, 2003, by and among CytRx Corporation, The Kriegsman CapitalGroup, LLC and Douglas Emmett Joint Venture, concerning Office Lease dated April 13, 2000(g) 10.12First Amendment to Office Lease dated October 14, 2005, by and between CytRx Corporation and Douglas Emmett 1993,LLC(j) 10.13†NS-187 License Agreement dated December 28, 2005 between Innovive Pharmaceuticals, Inc. and Nippon Shinyaku Co.,Ltd.(h) 10.14†License Agreement dated April 17, 2006 between Innovive Pharmaceuticals, Inc. and KTB Tumorforschungs GmbH(k) 10.15†License Agreement dated December 6, 2006 between Innovive Pharmaceuticals, Inc. and TMRC Co., Ltd.(m) 10.16†License Agreement dated as of August 28, 2007 between Innovive Pharmaceuticals, Inc. and TMRC Co. Ltd.(u) 10.17Second Amendment to Office Lease dated June 30, 2008, by and between CytRx Corporation and Douglas Emmett 1993,LLC(o) 10.18Third Amendment to Office Lease dated December 1, 2009, by and between CytRx Corporation and Douglas Emmett1993, LLC(q) 10.19*Employment Agreement dated January 1, 2013 between CytRx Corporation and Daniel Levitt, M.D., Ph.D. 10.20*Employment Agreement dated January 1, 2013, between CytRx Corporation and Benjamin S. Levin 10.21*Employment Agreement dated January 1, 2013, between CytRx Corporation and Scott Wieland 10.22*Employment Agreement dated January 1, 2013, between CytRx Corporation and John Y. Caloz 10.23†Asset Purchase Agreement dated May 13, 2011 by and between CytRx Corporation and Orphazyme ApS(t) 10.24Investment Banking Agreement dated February 14, 2012, between CytRx Corporation and Legend Securities, Inc.(x) 10.25*Fourth Amended and Restated Employment Agreement, dated May 10, 2012, by and between CytRx Corporation andSteven A. Kriegsman.(w) 23.1Consent of BDO USA, LLP 31.1Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002 31.2Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002 32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 _______________ * Indicates a management contract or compensatory plan or arrangement. † Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securitiesand Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission. 62 (a)Incorporated by reference to the Registrant’s Form 10-K filed on April 1, 2008 (File No. 000-15327) (b)Incorporated by reference to the Registrant’s 8-K filed on April 17, 1997 (File No. 000-15327) (c)Incorporated by reference to the Registrant’s Form 10-K filed on March 27, 2001 (File No. 000-15327) (d)Incorporated by reference to the Registrant’s Form 8-K filed on December 21, 2001 (File No. 000-15327) (e)Incorporated by reference to the Registrant’s Form 10-K filed on April 1, 2002 (File No. 000-15327) (f)Incorporated by reference to the Registrant’s Proxy Statement filed June 11, 2002 (File No. 000-15327) (g)Incorporated by reference to the Registrant’s 10-K filed on May 14, 2004 (File No. 000-15327) (h)Incorporated by reference to the CytRx Oncology Corp (f/k/a Innovive Pharmaceuticals, Inc.) Form 10 filed on April 20, 2006 (i)Incorporated by reference to the Registrant’s 10-Q filed on August 15, 2005 (File No. 000-15327) (j)Incorporated by reference to the Registrant’s 8-K filed on October 20, 2005 (File No. 000-15327) (k)Incorporated by reference to the CytRx Oncology Corp (f/k/a Innovive Pharmaceuticals, Inc.) 10-Q filed on November 14, 2006 (FileNo. 000-51534) (l)Incorporated by reference to the Registrant’s 10-K filed on April 2, 2007 (File No. 000-15327) (m)Incorporated by reference to the CytRx Oncology Corp (f/k/a Innovive Pharmaceuticals, Inc.) 10-K filed on March 21, 2007 (FileNo. 000-51534) (n)Incorporated by reference to the Registrant’s 8-K filed on June 9, 2008 (File No. 000-15327) (o)Incorporated by reference to the Registrant’s 10-K filed on March 13, 2009 (File No. 000-15327) (p)Incorporated by reference to the Registrant’s 8-K filed on July 27, 2009 (File No. 000-15327) (q)Incorporated by reference to the Registrant’s 8-K filed on December 4, 2009 (File No. 000-15327) (r)Incorporated by reference to the Registrant’s 8-K filed on July 27, 2011 (File No. 000-15327) (s)Incorporated by reference to the Registrant’s 8-K filed on September 13, 2011 (File No. 000-15327) 63 (t)Incorporated by reference to the Registrant’s 10-Q filed on August 9, 2011 (File No. 000-15327) (u)Incorporated by reference to the Quarterly Report on Form 10-Q of CytRx Oncology Corp (f/k/a Innovive Pharmaceuticals, Inc.) filedon November 14, 2007 (File No. 000-51534) (v)Incorporated by reference to the Registrant’s 10-K filed on July 26, 2011 (File No. 000-15327) (w)Incorporated by reference to the Registrant’s 8-K filed on October 19, 2012 (File No. 000-15327) (x)Incorporated by reference to the Registrant’s 10-K filed on March 13, 2012 (File No. 000-15327) (y)Incorporated by reference to the Registrant’s 8-K filed on May 15, 2012 (File No. 000-15327) (z)Incorporated by reference to Annex B of the Registrant’s Proxy Statement filed April 2, 2012 (File No. 000-15327) (aa)Incorporated by reference to Annex C of the Registrant’s Proxy Statement filed April 2, 2012 (File No. 000-15327) 64 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. CYTRX CORPORATION Date: March 11, 2013By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman President and Chief Executive Officer In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in thecapacities and on the dates indicated. SignatureTitleDate/s/ STEVEN A.KRIEGSMAN Director, President and Chief Executive OfficerMarch 11, 2013Steven A. Kriegsman(Principal Executive Officer) /s/ JOHN Y. CALOZ Chief Financial OfficerMarch 11, 2013John Y. Caloz(Principal Financial and Accounting Officer) /s/ MAX LINK Chairman of the BoardMarch 11, 2013Max Link, Ph.D. /s/ MARVIN R. SELTER Vice-Chairman of the BoardMarch 11, 2013Marvin R. Selter /s/ LOUIS IGNARRO DirectorMarch 11, 2013Louis Ignarro, Ph.D. /s/ JOSEPH RUBINFELD DirectorMarch 11, 2013Joseph Rubinfeld, Ph.D. /s/ RICHARD L. WENNEKAMP DirectorMarch 11, 2013Richard L. Wennekamp 65  INDEX TO FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULECytRx Corporation Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Stockholders’ EquityF-4Consolidated Statements of Cash FlowsF-5Notes to Consolidated Financial StatementsF-6Reports of Independent Registered Public Accounting FirmF-17Financial Statement Schedule II — Valuation and Qualifying AccountsF-19F-1  CYTRX CORPORATIONCONSOLIDATED BALANCE SHEETS December 31, 2012 2011 ASSETS Current assets: Cash and cash equivalents $14,344,088 $17,988,590 Short-term investments 24,000,000 18,057,672 Receivables 109,802 175,704 Interest receivable 26,517 41,275 Prepaid expenses and other current assets 1,212,041 1,017,799 Total current assets 39,692,448 37,281,040 Equipment and furnishings, net 253,277 266,335 Goodwill 183,780 183,780 Other assets 102,271 123,268 Total assets $40,231,776 $37,854,423 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $3,060,516 $2,074,463 Accrued expenses and other current liabilities 3,033,189 4,786,956 Warrant liabilities 3,972,230 6,738,934 Total current liabilities 10,065,935 13,600,353 Commitment and contingencies Stockholders’ equity (see Note 2): Preferred Stock, $.01 par value, 5,000,000 shares authorized, including 25,000 shares of Series A JuniorParticipating Preferred Stock; no shares issued and outstanding — — Common stock, $.001 par value, 250,000,000 shares authorized; 30,607,916 and 21,302,327 shares issuedand outstanding at December 31, 2012 and 2011, respectively 30,608 21,303 Additional paid-in capital 261,318,638 237,452,299 Treasury stock, at cost (90,546 shares) (2,279,238) (2,279,238)Accumulated deficit (228,904,167) (210,940,294)Total stockholders’ equity 30,165,841 24,254,070 Total liabilities and stockholders’ equity $40,231,776 $37,854,423 The accompanying notes are an integral part of these consolidated financial statements.F-2  CYTRX CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2012 2011 2010 Revenue: Licensing revenue $100,000 $250,000 $100,000 Expenses: Research and development 12,684,793 15,491,301 8,506,937 General and administrative 8,353,330 7,317,169 8,235,993 Depreciation and amortization 113,936 95,517 107,666 21,152,059 22,903,987 16,850,596 Loss before other income (21,052,059) (22,653,987) (16,750,596)Other income: Interest income 131,666 207,217 303,592 Other income, net 191,416 205,194 95,827 Gain on warrant liability 2,766,704 7,915,027 933,420 Gain on sale of affiliate’s shares - RXi Pharmaceutical — — 15,826,217 Net (loss) income before provision for income taxes (17,962,273) (14,326,549) 408,460 Income tax expense (1,600) (97,996) — Net (loss) income $(17,963,873) $(14,424,545) $408,460 Basic and diluted (loss) income per share $(0.78) $(0.80) $0.03 Basic weighted average shares outstanding 22,973,905 17,935,895 15,640,642 Diluted weighted average shares outstanding 22,973,905 17,935,895 15,920,326 The accompanying notes are an integral part of these consolidated financial statements.F-3  CYTRX CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Additional Accumulated Treasury Shares Issued Amount Paid-InCapital Deficit Stock Total Balance at December 31, 2009 15,656,745 $15,657 $227,535,473 $(196,924,209) $(2,279,238) $28,347,683 Issuance of stock options/warrants forcompensation and services — — 1,620,088 — — 1,620,088 Common stock issued for services 7,143 7 44,493 — — 44,500 Options and warrants exercised 35,947 36 147,208 — — 147,244 Net income — — — 408,460 — 408,460 Balance at December 31, 2010 15,699,835 $15,700 $229,347,262 $(196,515,749) $(2,279,238) $30,567,975 Issuance of stock options/warrants forcompensation and services — — 1,387,701 — — 1,387,701 Common stock and warrants issued inconnection with a public offering 5,600,000 5,600 6,717,339 — — 6,722,939 Options and warrants exercised 2,492 3 (3) — — — Net loss — — — (14,424,545) — (14,424,545)Balance at December 31, 2011 21,302,327 $21,303 $237,452,299 $(210,940,294) $(2,279,238) $24,254,070 Issuance of stock options/warrants forcompensation and services — — 2,391,018 — — 2,391,018 Common stock issued in connectionwith a public offering 9,200,000 9,200 21,467,615 — — 21,476,815 Issuance of restricted stock forcompensation 100,000 100 511 — — 611 Options and warrants exercised 5,589 5 7,195 — — 7,200 Net loss — — — (17,963,873) — (17,963,873)Balance at December 31, 2012 30,607,916 $30,608 $261,318,638 $(228,904,167) $(2,279,238) $30,165,841 The accompanying notes are an integral part of these consolidated financial statements.F-4  CYTRX CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2012 2011 2010 Cash flows from operating activities: Net income (loss) attributable to CytRx Corporation $(17,963,873) $(14,424,545) $408,460 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 113,936 95,517 107,666 Loss on retirement of equipment and furnishings 42,267 10,206 63,853 Fair value adjustment of warrant liability (2,766,704) (7,915,027) (933,420) Unrealized foreign exchange loss — 17,834 — Gain on sale of affiliate’s shares — — (15,826,217)Stock-based compensation expense 2,391,529 1,436,840 1,620,088 Common stock issued for services — — 44,450 Changes in assets and liabilities: Receivable 65,902 83,302 (119,326)Interest receivable 14,758 76,349 13,155 Income taxes recoverable — 519,158 — Prepaid expenses and other current assets (173,245) 277,232 (56,127)Accounts payable 984,547 1,046,539 (38,131)Accrued expenses and other current liabilities (1,753,767) 2,105,212 171,459 Total adjustments (1,080,777) (2,246,838) (14,952,550)Net cash used in operating activities (19,044,650) (16,671,383) (14,544,090) Cash flows from investing activities: Proceeds from matured short-term investments 23,125,442 25,644,481 26,250,000 Purchase of short-term investments (29,067,770) (23,134,292) (24,067,861)Proceeds from sale of assets held for sale — — 73,634 Proceeds from sale of affiliate’s shares — 6,938,603 8,887,614 Purchases of equipment and furnishings (141,639) (52,868) (315,751)Net cash provided by (used in) investing activities (6,083,967) 9,395,924 10,827,636 Cash flows from financing activities: Proceeds from common stock issued in public offering, net of fees 21,476,815 18,939,619 — Proceeds from issuance of restricted stock to employee 100 — — Net proceeds from exercise of stock options and warrants 7,200 — 147,294 Net cash provided by financing activities 21,484,115 18,939,619 147,294 Net increase (decrease) in cash and cash equivalents (3,644,502) 11,664,160 (3,569,160)Cash and cash equivalents at beginning of year 17,988,590 6,324,430 9,893,590 Cash and cash equivalents at end of year $14,344,088 $17,988,590 $6,324,430 Supplemental disclosures of non-cash financing activities: Warrants issued in connection with financing $— $12,216,680 $— Equipment and furnishings purchased but not paid $1,506 $— $— The accompanying notes are an integral part of these consolidated financial statements.F-5  CYTRX CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Business CytRx Corporation (“CytRx” or the “Company”) is a biopharmaceutical research and development company specializing in oncology. CytRx’s oncologypipeline includes two programs in clinical development for cancer indications: aldoxorubicin (formerly known as aldoxorubicin) and tamibarotene. With itstumor-targeted doxorubicin conjugate aldoxorubicin, the Company has initiated an international Phase 2b clinical trial as a treatment for soft tissue sarcomas,completed a Phase 1b/2 clinical trial primarily in the same indication and initiated a Phase 1b pharmacokinetics clinical trial in patients with metastatic solidtumors and a Phase 1b study of aldoxorubicin in combination with doxorubicin in patients with advanced solid tumors. The Company held a meeting withthe Food and Drug Administration (“FDA”) to discuss a potential Phase 3 pivotal trial as a therapy for patients with soft tissue sarcomas whose tumors haveprogressed following treatment with chemotherapy, and has submitted a special protocol assessment with respect to that potential trial. Tamibarotene is beingtested in a double-blind, placebo-controlled, international Phase 2b clinical trial in patients with non-small-cell lung cancer. The Company also has completedits evaluation of a third drug candidate, bafetinib, in the ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (B-CLL), andplans to seek a partner for further development of bafetinib. At December 31, 2012, the Company had cash and cash equivalents of approximately $14.3 million and short-term investments of $24.0 million.Management believes that the Company’s current cash on hand, together with its short-term investments, will be sufficient to fund its operations for theforeseeable future. The estimate is based, in part, upon the Company’s currently projected expenditures for 2013 of approximately $25.2 million (unaudited),which includes approximately $8.3 million (unaudited) for its clinical programs for aldoxorubicin, approximately $3.7 million (unaudited) for its clinicalprogram for tamibarotene, approximately $6.7 million (unaudited) for general operation of its clinical programs, and approximately $6.5 million (unaudited)for other general and administrative expenses. These projected expenditures are also based upon numerous other assumptions and subject to manyuncertainties, and actual expenditures may be significantly different from these projections. The Company will ultimately be required to obtain additionalfunding in order to execute its long-term business plans, although it does not currently have commitments from any third parties to provide it with capital. TheCompany cannot assure that additional funding will be available on favorable terms, or at all. If the Company fails to obtain additional funding when needed,it may not be able to execute its business plans and its business may suffer, which would have a material adverse effect on its financial position, results ofoperations and cash flows. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation — The accompanying Consolidated Financial Statements are prepared pursuant to the rules andregulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”). OurConsolidated Financial Statements include the accounts of CytRx Corporation and its wholly-owned subsidiaries. Reverse Stock Split — Effective May 15, 2012, the Company completed a 1-for-7 reverse stock split of the Company’s outstanding shares of commonstock; no change was made to the per-share par value of the common stock or to the number of shares of authorized common stock. All share and per shareamounts in the accompanying consolidated financial statements have been adjusted to reflect the reverse stock split as if it had occurred at the beginning of theearliest period presented. Revenue Recognition — Revenue consists of license fees from strategic alliances with pharmaceutical companies. Monies received for license fees are deferred and recognized ratably over the performance period in accordance with Financial Accounting StandardsBoard (“FASB”) Accounting Classification Standards (“ASC”) ASC 605-25, Revenue Recognition – Multiple-Revenue Arrangements (“ASC 605-25”).Milestone payments will be recognized upon achievement of the milestone as long as the milestone is deemed substantive and the Company has no otherperformance obligations related to the milestone and collectability is reasonably assured, which is generally upon receipt, or recognized upon termination of theagreement and all related obligations. Deferred revenue represents amounts received prior to revenue recognition. Revenues from contract research, government grants, and consulting fees are recognized over the respective contract periods as the services are performed,provided there is persuasive evidence or an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Once allconditions of the grant are met and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilled revenuereceivable is recorded. There are no grant revenues earned for 2012, 2011, and 2010. F-6  Other Income — The Company realized other income of $0.1 million in each of 2012, 2011 and 2010 on the sub-lease of its New York City rentalproperty inherited on the acquisition of Innovive Pharmaceuticals in 2008. The sub-lease expired in August 2012 and was not renewed. Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents.Cash equivalents consist primarily of amounts invested in money market accounts. Short-term Investments — Investment securities held by the Company and expected to mature within 12 months are classified as available for sale. Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimateduseful lives (generally three to five years for equipment and furniture) of the related assets. Whenever there is a triggering event that might suggest impairment,management evaluates the realizability of recorded long-lived assets to determine whether their carrying values have been impaired. The Company recordsimpairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the non-discountedcash flows estimated to be generated by those assets are less than the carrying amount of those assets. Any impairment loss is measured by comparing the fairvalue of the asset to its carrying amount. There are no impairment losses recognized in each of 2012, 2011, and 2010. Fair Value Measurements — Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgmentassociated with the inputs used to measure the fair value. Level inputs are as follows:Level 1 – quoted prices in active markets for identical assets or liabilities.Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets orliabilities at the measurement date.The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measuredat fair value on a recurring basis:(In thousands) Level I Level II Level III Total Cash equivalents $13,188 $— $— $13,188 Short-term investments 24,000 — — 24,000 Warrant liabilities — — 3,972 3,972 The following table summarizes fair value measurements by level at December 31, 2011 for assets and liabilities measuredat fair value on a recurring basis:(In thousands) Level I Level II Level III Total Cash equivalents $17,073 $— $— $17,073 Short-term investments 18,058 — — 18,058 Warrant liabilities — — 6,739 6,739 Liabilities measured at market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordance withASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), the warrant liabilities are being marked to fair value eachquarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with the Company’sapplication of ASC 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). See Warrant Liabilities below. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-termnature of these financial instruments. Impairment of Long-Lived Assets — The Company reviews long-lived assets, including finite lived intangible assets, for impairment on an annualbasis, as of December 31, or on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairmentloss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based oneither discounted future cash flows or other appropriate fair value methods. F-7  Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amountof future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred. Net Income (Loss) Per Share — Basic net income (loss) per common share is computed using the weighted-average number of common sharesoutstanding. Diluted net income (loss) per common share is computed using the weighted-average number of common share and common share equivalentsoutstanding. Potentially dilutive stock options and warrants to purchase approximately 11.0 million, 8.2 million and 2.2 million shares at December 31,2012, 2011 and 2010, respectively, were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. Warrant Liabilities —Liabilities measured at fair value on a recurring basis include warrant liabilities resulting from the Company’s July 2009 andAugust 2011 equity financings. In accordance with ASC 815-40, the warrant liabilities are being marked to fair value each quarter-end until they arecompletely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with our application of ASC 505-50. The gain orloss resulting from the marked to market calculation is shown on the Statements of Operations as gain on warrant liability. See “Note 8 – Warrant Liabilities”for additional information related to the determination of fair value of warrants. Shares Reserved for Future Issuance — As of December 31, 2012, the Company has reserved approximately 2.7 million of its authorized but unissuedshares of common stock for future issuance pursuant to its employee stock option plans issued to employees and consultants. Stock-based Compensation — The Company’s stock-based employee compensation plans are described in Note 12. The Company has adopted theprovisions of ASC 718, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees. For stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognizes compensation expense inaccordance with the requirements of ASC 505-50, Equity (“ASC 505”), as amended. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financialreporting period prior to performance, the value of these options, as calculated using the Black-Scholes option-pricing model, is determined, and compensationexpense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to changein the future, the amount of the future compensation expense is subject to adjustment until the common stock options or warrants are fully vested. Research and Development Expenses — Research and development expenses consist of costs incurred for direct and overhead-related research expensesand are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternativefuture use are expensed when incurred. Technology developed for use in its products is expensed as incurred until technological feasibility has beenestablished. Clinical Trial Expenses — Clinical trial expenses, which are included in research and development expenses, include obligations resulting from theCompany’s contracts with various clinical research organizations in connection with conducting clinical trials for its product candidates. The Companyrecognizes expenses for these activities based on a variety of factors, including actual and estimated labor hours, clinical site initiation activities, patientenrollment rates, estimates of external costs and other activity-based factors. The Company believes that this method best approximates the efforts expended ona clinical trial with the expenses it records. The Company adjusts its rate of clinical expense recognition if actual results differ from its estimates. If itsestimates are incorrect, clinical trial expenses recorded in any particular period could vary. Income Taxes — The Company accounts for income taxes in accordance with the provisions of FASB ASC 740-10, Income Taxes, (“ASC 740”)which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in theCompany’s financial statements or tax returns. Under this method, a two-step process, the first step is to determine whether or not a tax benefit should berecognized. A tax benefit will be recognized if the weight of available evidence indicates that the tax position is more likely than not to be sustained uponexamination by the relevant tax authorities. The recognition and measurement of benefits related to the Company’s tax positions requires significant judgment,as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual resultsand our assumptions or changes in our assumptions in future periods are recorded in the period they become known. The Company’s policy is to recognizeany interest and penalties related to unrecognized tax benefits as a component of income tax expenses.F-8  Concentrations of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally ofcash, cash equivalents and short-term investments. The Company maintains cash and cash equivalents in large well-capitalized financial institutions and theCompany’s investment policy disallows investment in any debt securities rated less than “investment-grade” by national ratings services. The Company hasnot experienced any losses on its deposits of cash or cash equivalent or its short-term investments. Cash and cash equivalents are maintained at financialinstitutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. All of theCompany’s non-interest bearing cash balances were fully insured at December 31, 2012 due to a temporary federal program in effect from December 31, 2010through December 31, 2012. Beginning 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and our non-interestbearing cash balances may again exceed federally insured limits. Interest-bearing amounts on deposit in excess of federally insured limits at December 31,2012 approximated $12 million.Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.Significant estimates include the accrual for research and development expenses, the basis for the classification of current deferred revenue, estimated incometaxes and the estimate of expense arising from the common stock options granted to employees and non-employees. Actual results could materially differ fromthose estimates. Other Comprehensive Income (Loss) — The Company follows the provisions of ASC 220, Comprehensive Income (“ASC 220”), which requiresseparate representation of certain transactions, which are recorded directly as components of shareholders’ equity. The Company has no components of othercomprehensive income (loss) and accordingly comprehensive loss is the same as net loss reported. 3. Receivables At December 31, 2012 and 2011, the Company had a receivable of $0.1 million and $0.2 million, respectively, primarily related to annual licensing feesdue to the Company. Due to the likelihood of the collectability of the accounts receivable, no allowance was recorded. 4. Prepaid and Other Assets At December 31, 2012 and 2011, the Company had $1.2 million and $1.0 million, respectively, of other current assets, which consist primarily ofdeposits on contracts for research and development, prepaid insurance and leases for its facility. 5. Short-term Investments The Company held $24.0 million of short-term investments at December 31, 2012. The Company has classified these investments as available forsale. These investments are comprised of federally insured certificates of deposit and these three certificates of deposit accounts detailed as follows: $3.0million with a maturity date of March 28, 2013, $4.0 million with a maturity date of May 2, 2013, and $17.0 million with a maturity date of October 31,2013. As at December 31, 2011, the Company held $18.1 million of short-term investments. 6. Equipment and Furnishings Equipment and furnishings at December 31, 2012 and 2011 consist of the following (in thousands): 2012 2011 Equipment and furnishings $483 $430 Less — accumulated depreciation (230) (164)Equipment and furnishings, net 253 266 Depreciation and amortization expense for the years ended December 31, 2012, 2011 and 2010 were $113,936, $95,517 and $107,666, respectively. F-9  7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2012 and 2011 are summarized below (in thousands). 2012 2011 Professional fees $340 $286 Research and development costs 2,340 4,177 Wages, bonuses and employee benefits 282 227 Other 71 97 Total $3,033 $4,787 8. Warrant Liabilities Warrants issued in connection with the Company’s July 2009 and August 2011 equity public offerings are classified as liabilities as opposed to equitydue to their settlement terms. These warrants are non-cash liabilities and the Company is not required to expend any cash to settle these liabilities. The fairvalue of these warrants were recorded on the balance sheet at issuance and the warrants were marked to fair value at each financial reporting period, withchanges in the fair value recorded as a gain or loss in the statement of operations. The fair value of the warrants is determined using the Black-Scholes optionpricing model, which requires the use of significant judgment and estimates for the inputs used in the model. The following reflects the weighted-averageassumptions for each of the periods indicated: Year Ended December 31, 2012 2011 2010 Risk-free interest rate 0.25% - 0.45% 0.36% - 0.83% 0.59% - 1.52%Expected dividend yield 0% 0% 0%Expected lives 1.95 – 3.59 0.96 – 4.59 1.96 – 3.96 Expected volatility 72.6% - 76.0% 75.0% - 89.8% 87.7% - 93.2%Warrants classified as liabilities 6,984,716 7,115,447 675,447 Gain on warrant liabilities $2,766,704 $7,915,027 $933,420 The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cashdividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similarexpected life. The expected lives are based on the remaining contractual lives of the related warrants at the valuation date. 9. Commitments and Contingencies The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestoneand royalty payments to the third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestonepayments may be required, contingent upon the successful achievement of an important point in the development life-cycle of the pharmaceutical product (e.g.,approval of the product for marketing by a regulatory agency). If required by the arrangement, CytRx may have to make royalty payments based upon apercentage of the sales of the pharmaceutical product in the event that regulatory approval for marketing is obtained. These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements werereached in the same period, the aggregate charge to expense could be material to the results of operations in any one period. In addition, these arrangements oftengive CytRx the discretion to unilaterally terminate development of the product, which would allow CytRx to avoid making the contingent payments; however,CytRx is unlikely to cease development if the compound successfully achieves clinical testing objectives. CytRx’s current contractual obligations that will require future cash payments are as follows (in thousands): OperatingLeases (1) EmploymentAgreements(2) Subtotal Research andDevelopment(3) Total 2013 $332 $2,575 $2,907 $10,120 $13,027 2014 381 850 1,231 2,430 3,661 2015 55 850 905 — 905 Total $768 $4,275 $5,043 $12,550 $17,593 F-10  ____________(1)Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognizedlease expenses of $324,536, $321,782, and $306,513 in 2012, 2011 and 2010, respectively.(2)Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’sPresident and Chief Executive Officer provides for a minimum salary level, which is adjusted annually at the discretion of the Company’s CompensationCommittee, as well as for minimum bonuses that are payable. New employment agreements for the Company’s other executive officers are entered intoannually.(3)Research and development obligations relate primarily to clinical trials. Most of these purchase obligations are cancelable. The Company applies the disclosure provisions of ASC 460, Guarantees (“ASC 460”) to its agreements that contain guarantees or indemnities by theCompany. The Company provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurredby the indemnified party in connection with various types of third-party claims; and (ii) indemnifications of varying scope and size to officers and directorsagainst third party claims arising from the services they provide to the Company. To date, the Company has not incurred material costs as a result of theseobligations and does not expect to incur material costs in the future; further, the Company maintains insurance to cover certain losses arising from theseindemnifications. Accordingly, the Company has not accrued any liabilities in its consolidated financial statements related to these indemnifications orguarantees. The Company is occasionally involved in claims arising in the normal course of business. As of March 11, 2013, there were no such claims that theCompany expects, individually or in the aggregate, to have a material adverse effect on CytRx. 10. Equity Transactions On October 23, 2012, the Company completed a $23.0 million underwritten public offering, in which it sold and issued 9.2 million shares of commonstock at a price of $2.50 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds ofapproximately $21.5 million. Immediately after the sale, the Company had approximately 30.6 million shares of common stock outstanding, without givingeffect to the possible exercise of any of the Company’s outstanding warrants or stock options. Effective May 15, 2012, the Company completed a 1-for-7 reverse stock split of the Company’s outstanding shares of common stock; no change wasmade to the per-share par value of the common stock or to the number of shares of authorized common stock. On August 1, 2011, the Company undertook a $20.4 million underwritten public offering in which it sold and issued 5.6 million shares of commonstock at a price of $3.57 per share and warrants at a price of $0.07 per warrant to purchase up to approximately 6.4 million shares of common stock at anexercise price of $4.48 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds ofapproximately $18.9 million. On July 8, 2011, the Company effected an increase in the authorized shares of common stock from 175,000,000 shares to 250,000,000 shares and anincrease in the designated number of shares of Series A Preferred Stock associated with the Company’s rights plan from 15,000 shares to 25,000 shares. 11. Investment in ADVENTRX Pharmaceuticals On April 8, 2011, ADVENTRX Pharmaceuticals completed its acquisition of SynthRx, Inc., in which the Company held a 19.1% interest. As a result ofthe transaction, the Company received approximately 126,000 shares of common stock of ADVENTRX, which it sold on October 11, 2011 for $112,200,and on June 6, 2012, the Company received an additional 38,196 shares of common stock of ADVENTRX that had been held in an escrow established inconnection with the acquisition, which it sold for $17,900. If all of the development milestones under the acquisition agreement were to be achieved, theCompany also would be entitled to receive up to 2.9 million additional ADVENTRX shares. At the time of the sale, the Company’s interest in SynthRx had azero carrying value. F-11  12. Stock Options and Warrants Stock Options The Company has a 2000 Long-Term Incentive Plan under which 1.4 million shares of common stock were originally reserved for issuance. As ofDecember 31, 2012, there were approximately 1.0 million shares subject to outstanding stock options. This plan expired on August 6, 2010, and thus nofurther shares are available for future grant under this plan. The Company also has a 2008 Stock Incentive Plan under which 10.0 million shares of common stock were originally reserved for issuance. Thenumber of shares reserved for issuance under the 2008 Plan was then fixed at 5.0 million shares, after giving effect to the 1-for-7 reverse stock splitimplemented on May 15, 2012. As of December 31, 2012, there were 2.4 million shares subject to outstanding stock options and 2.6 million shares availablefor future grant under this plan. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition ofcompensation expense for all stock-based awards made to employees. The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2012 2011 2010 Risk-free interest rate 0.83% - 1.78% 1.23% 2.50%Expected volatility 0% - 82% 89% 91%Expected lives (years) 6 - 10 6 - 10 6 - 10 Expected dividend yield 0.00% 0.00% 0.00%The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For option grants issued duringyears ended December 31, 2012, 2011 and 2010, the Company used a calculated volatility for each grant. The Company lacks adequate information about theexercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages thecontractual term of the Company’s options of ten years with the average vesting term of three years for an average of six years. The dividend yield assumptionof zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rateused for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. Based on historicalexperience, for the year ended December 31, 2012, the Company has estimated an annualized forfeiture rate of 12% for options granted to its employees, 3%for options granted to senior management and 0% for options granted to directors; for the years ended December 31, 2011 and 2010, the Company estimatedan annualized forfeiture rate of 13% for options granted to its employees, 2% for options granted to senior management and 0% for options granted to directors.Compensation costs will be adjusted for future changes in estimated forfeitures. The Company will record additional expense if the actual forfeitures are lowerthan estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated. No amounts relating to employee stock-basedcompensation have been capitalized. At December 31, 2012, there remained approximately $1.8 million of unrecognized compensation expense related to unvested stock options granted tocurrent and former employees and directors, to be recognized as expense over a weighted-average period of 1.35 years. Presented below is the Company’s stockoption activity for employees and directors: Stock Options Weighted Average Exercise Price 2012 2011 2010 2012 2011 2010 Outstanding — beginning of year 1,763,923 1,268,209 1,144,585 $6.01 $7.49 $13.93 Granted 1,541,002 499,286 245,072 1.86 2.38 6.86 Exercised (1,071) — (31,948) 2.80 — 4.62 Forfeited (63,004) (3,572) (89,500) 3.89 6.93 7.07 Outstanding — end of year 3,240,850 1,763,923 1,268,209 4.08 6.01 7.49 Exercisable at end of year 1,918,461 1,070,419 814,564 $3.69 $7.49 $6.93 Weighted average fair value of stockoptions granted during the year: $1.44 $1.75 $5.25 F-12  A summary of the activity for unvested employee stock options as of December 31, and changes during the year is presented below: Stock Options Weighted Average Grant Date Fair Value perShare 2012 2011 2010 2012 2011 2010 Nonvested at January 1, 693,504 453,645 430,527 $2.81 $5.25 $4.90 Granted 1,541,002 499,286 245,072 1.44 1.75 5.25 Vested (849,113) (255,855) (132,454) 3.69 4.90 5.25 Pre-vested forfeitures (63,004) (3,572) (89,500) 2.97 6.93 4.34 Nonvested at December 31, 1,322,389 693,504 453,645 $1.57 $2.81 $5.25 For stock options paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with therequirements of ASC 505-50. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financialreporting period prior to performance, the value of these options, as calculated using the Black-Scholes option-pricing model, is determined, and compensationexpense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to changein the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested. The Company recorded $0, $31,000 and $400,000 of non-cash charges related to the issuance of stock options to certain consultants in exchange forservices during 2012, 2011 and 2010, respectively. At December 31, 2012, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is theCompany’s non-employee stock option activity: Stock Options Weighted Average Exercise Price 2012 2011 2010 2012 2011 2010 Outstanding — beginning of year 143,572 142,143 142,143 $6.17 $6.30 $6.37 Granted — 1,429 56,429 — 2.94 8.54 Exercised (1,429) — — 2.94 — — Forfeited — — — — — — Expired — — (56,429) — — 8.96 Outstanding — end of year 142,143 143,572 142,143 6.20 6.17 6.30 Exercisable at end of year 133,215 125,714 101,077 $6.10 $5.95 $7.00 Weighted average fair value of stockoptions granted during the year: $— $2.94 $6.09 The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 201220112010Risk-free interest rate—2.77%2.37%Expected volatility—70%92%Expected lives (years)—105Expected dividend yield—0%0%A summary of the activity for nonvested, non-employee stock options as of December 31, and changes during the years are presented below: Stock Options Weighted Average Grant Date Fair Value perShare 2012 2011 2010 2012 2011 2010 Nonvested at January 1, 17,857 41,066 64,274 $19.95 $13.86 $9.66 Granted — 1,429 56,429 — 0.81 6.09 Vested (8,928) (24,638) (23,208) 19.95 8.61 2.31 Pre-vested forfeitures — — (56,429) — — 7.84 Nonvested at December 31, 8,929 17,857 41,066 $19.95 $19.95 $13.86 F-13  The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2012: Range ofExercise Prices Number ofOptions WeightedAverageRemainingContractualLife(years) WeightedAverageExercise Price Number ofOptionsExercisable WeightedAverageContractualLife WeightedAverageExercise Price $1.83 — 3.00 2,108,656 9.47 $1.96 854,178 9.47 $2.04 $3.01 — 7.00 199,941 5.44 5.40 196,298 5.36 5.42 $7.01 — 8.50 942,110 5.12 7.66 868,913 5.12 7.70 $8.51 — 32.55 132,286 1.83 12.75 132,286 1.83 12.75 3,382,993 7.69 $4.17 2,051,675 7.69 $5.45 The aggregate intrinsic value of outstanding options and options vested as of December 31, 2012 and the options exercised during 2012 were $2.7million, $1.0 million and $0, respectively, which represent options whose exercise price was less than the closing fair market value of the Company’scommon stock on December 31, 2012 of $1.87. Restricted Stock On December 31, 2012, the Company granted to Dr. Daniel Levitt, Executive Vice President and Chief Medical Officer, 100,000 shares of CytRxCorporation restricted stock pursuant to the 2008 Plan, of which 50,000 shares will vest on June 30, 2013, and the remaining 50,000 shares will vest over thesubsequent six months, provided that Dr. Levitt remains employed by the Company on each such date. The fair value of the restricted stock is based on themarket price of the Company’s shares on the grant date less the par value received as consideration. The fair value of these restricted shares on the grant datewas $186,900. Warrants Warrants issued in connection with the Company’s July 2009 and August 2011 financings are classified as liabilities as opposed to equity due to theirsettlement terms. For 2012, 2011 and 2010, 6,984,716 shares, 7,115,447 shares and 675,447 shares, respectively, were underlying such warrants. SeeNote 8 – Warrant Liabilities. All other warrants issued by the Company other than warrants issued in connection with its July 2009 and August 2011 financings are classified asequity; the fair value of the warrants was recorded as additional paid-in capital and no further adjustments are made. A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average Exercise Price 2012 2011 2010 2012 2011 2010 Outstanding — beginning of year 7,397,415 1,294,639 2,202,654 $5.32 $10.29 $10.50 Granted 285,716 6,440,000 171,429 2.06 4.48 12.60 Exercised (5,714) — (5,715) 1.89 5.32 1.82 Forfeited (28,571) — — 1.89 — — Expired (130,733) (337,224) (1,073,729) 11.90 8.68 14.28 Outstanding — end of year 7,518,113 7,397,415 1,294,639 5.09 5.32 10.29 Exercisable at end of year 7,452,396 7,396,701 1,251,725 $5.11 $5.31 $10.50 Weighted average fair value of warrantsgranted during the year: $1.22 $2.42 $3.85 The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2012: Warrants Outstanding Range of Exercise Prices Number ofShares WeightedAverageRemainingContractualLife(years) WeightedAverageExercise Price WarrantsNumber ofSharesExercisable ExercisableWeightedAverageExercise Price $1.82 — 2.50 360,003 2.41 $2.00 294,286 $1.97 $2.51 — 5.50 6,497,190 3.58 4.49 6,497,190 4.49 $5.51 — 11.50 23,461 2.00 6.18 23,461 6.18 $11.51 — 24.50 637,459 1.96 12.90 637,459 12.90 7,518,113 3.38 $5.09 7,452,396 $5.11 F-14  13. Sale of Assets On May 13, 2011, the Company entered into an Asset Purchase Agreement with Orphazyme ApS (“Orphazyme”) pursuant to which it sold toOrphazyme certain pre-clinical and clinical data, intellectual property rights and other assets relating to its compounds associated with molecular chaperoneregulation technology. Under the Asset Purchase Agreement, the Company received a cash payment of $150,000 and is entitled to receive various futurepayments that will be contingent upon the achievement of specified regulatory and business milestones, as well as royalty payments based on a specifiedpercentage of any eventual net sales of products derived from the assets. The Company also will be entitled to a percentage-based fee from any licensingagreement entered into by Orphazyme with respect to the assets within 18 months after entering into the Asset Purchase Agreement. 14. Stockholder Protection Rights Plan Effective April 16, 1997, the Company’s board of directors declared a distribution of one right (“Rights”) for each outstanding share of the Company’scommon stock to stockholders of record at the close of business on May 15, 1997 and for each share of common stock issued by the Company thereafterand prior to a Flip-in Date (as defined below). Each Right entitles the registered holder to purchase from the Company one-ten thousandth (1/10,000th) of ashare of Series A Junior Participating Preferred Stock, at an exercise price of $30. The Rights are generally not exercisable until 10 business days after anannouncement by the Company that a person or group of affiliated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of theCompany’s then outstanding shares of common stock (a “Flip-in Date”). In the event the Rights become exercisable as a result of the acquisition of shares, each Right will enable the owner, other than the Acquiring Person, topurchase at the Right’s then-current exercise price a number of shares of common stock with a market value equal to twice the exercise price. In addition,unless the Acquiring Person owns more than 50% of the outstanding shares of common stock, the Board of Directors may elect to exchange all outstandingRights (other than those owned by such Acquiring Person) at an exchange ratio of one share of common stock per Right. All Rights that are owned by anyperson on or after the date such person becomes an Acquiring Person will be null and void. The Rights have been distributed to protect the Company’s stockholders from coercive or abusive takeover tactics and to give the Board of Directors morenegotiating leverage in dealing with prospective acquirers. In April 2007, the Company extended the stockholder rights plan through April 2017. 15. Income Taxes At December 31, 2012, the Company had federal and state net operating loss carryforwards of $166.7 million and $97.6 million, respectively, availableto offset against future taxable income, which expire in 2013 through 2032. The Company’s utilization of net operating loss (“NOL”) carryforwards may be subject to a substantial annual limitation due to ownership changeprovisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These provisionslimit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and income tax following an “ownership change,” definedby Section 382 of the Code to mean a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentagepoints of the market value of a company by certain stockholders or public groups. As a result of an ownership change that occurred in the CytRx shareholder base in July 2002, approximately $10.1 million in federal net operating losscarryforwards became limited in their availability to $4.0 million in total or $363,000 annually. Management currently believes that the remaining $135.9million in federal net operating loss carryforwards, and the $97.6 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2012, CytRx also had research and development and alternative minimum tax credits for federal and state purposes of approximately$7.5 million and $12.2 million, respectively, available for offset against future income taxes, which expire in 2022 through 2031. Based on an assessment ofall available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of thecommercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated withbiotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realizedand, as a result, a 100% deferred tax valuation allowance has been recorded against these assets. F-15  Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and incometax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows(in thousands): December 31, 2012 2011 Deferred tax assets: Net operating loss carryforwards $60,184 $56,025 Tax credit carryforwards 15,514 10,040 Equipment, furnishings and other 9,822 9,154 Total deferred tax assets 85,520 75,219 Deferred tax liabilities (100) (3,868)Net deferred tax assets 85,420 71,351 Valuation allowance (85,420) (71,351) $— $— For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years endedDecember 31, 2012 and 2011 was $14.1 million and $16.2 million, respectively. The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (inthousands): Years ended December 31, 2012 2011 2010 Federal benefit at statutory rate $(6,107) $(4,996) $139 State income taxes, net of Federal taxes (745) (857) 24 State credits (1,555) Warrant liabilities 941 Other permanent differences (23) 6 22 Book gain in excess of tax gain — — (3,630)Provision related to change in valuation allowance 14,069 16,235 3,278 Other, net (6,578) (10,290) 167 $2 $98 $0 There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2012. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. The Company follows ASC 740 and the year endedDecember 31, 2012, the tax returns for 2008 through 2012 remain open to examination by the Internal Revenue Service and various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the yearsended December 31, 2012, 2011 and 2010, the Company had accrued no interest or penalties related to uncertain tax positions. 16. Quarterly Financial Data (unaudited) Summarized quarterly financial data for 2012 and 2011 is as follows (in thousands, except per share data): Quarters Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) 2012 Total revenues $— $— $— $100 Net income (loss) (10,135) (13,262) 1,584 3,849 Net income (loss) applicable to common stockholders $(10,135) $(13,262) $1,584 $3,849 Basic and diluted income (loss) per share applicable to common stock $(0.49) $(0.63) $0.07 $0.14 2011 Total revenues $— $150 $— $100 Net loss (6,275) (3,120) (558) (4,472)Net loss applicable to common stockholders $(6,275) $(3,120) $(558) $(4,472)Basic and diluted loss per share applicable to common stock $(0.42) $(0.20) $(0.03) $(0.21)Quarterly and year-to-date loss per share amounts are computed independently of each other. Therefore, the sum of the per share amounts for the quartersmay not agree to the per share amounts for the year.F-16  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and StockholdersCytRx CorporationLos Angeles, California We have audited the accompanying consolidated balance sheets of CytRx Corporation (“the Company”) as of December 31, 2012 and 2011 and the relatedconsolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. In connectionwith our audit of the financial statements, we have also audited the financial statement schedule listed in the accompanying index under Item 15a(2). Thesefinancial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our auditsprovide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CytRx Corporation atDecember 31, 2012 and 2011, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, inconformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presentfairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CytRx Corporation's internalcontrol over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 11, 2013 expressed an unqualified opinion thereon. /s/ BDO USA, LLP Los Angeles, CaliforniaMarch 11, 2013F-17  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and StockholdersCytRx CorporationLos Angeles, California We have audited CytRx Corporation’s (“the Company”) internal control over financial reporting as of December 31, 2012, based on criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). CytRxCorporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying “Item 9A, Controls and Procedures.” Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. In our opinion, CytRx Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based onthe COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of theCompany as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ equity, and cash flows for each of the three years in theperiod ended December 31, 2012 and our report dated March 11, 2013 expressed an unqualified opinion thereon. /s/ BDO USA, LLP Los Angeles, CaliforniaMarch 11, 2013F-18  CYTRX CORPORATIONSCHEDULE II — VALUATION AND QUALIFYING ACCOUNTSFor the Years Ended December 31, 2012, 2011 and 2010 Additions Description Balance atBeginning ofYear Charged toCosts andExpenses Charged toOtherAccounts Deductions Balance atEnd of Year Reserve Deducted in the Balance Sheet from the Asset toWhich it Applies: Allowance for Deferred Tax Assets Year ended December 31, 2012 $71,351,000 $— $14,069,000 $— $85,420,000 Year ended December 31, 2011 $55,116,000 $— $16,235,000 $— $71,351,000 Year ended December 31, 2010 $51,838,000 $— $3,278,000 $— $55,116,000 F-19   EXHIBIT 4.8 RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (this “Agreement”) is entered into as of December 31, 2012 by and between CytRx Corporation, aDelaware corporation (the “Company”), and Daniel Levitt, M.D., Ph.D. (“Levitt”), with reference to the following facts: RECITALS A. The Company proposes to grant to Levitt under the Company’s 2008 Stock Incentive Plan (the “Plan”) 100,000 restricted shares (the“Restricted Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) on the terms and provisions set forth in thisAgreement. NOW, THEREFORE, in consideration of the foregoing, the Company and Levitt hereby agree as follows: 1. Grant of Restricted Shares. Concurrently with the execution and delivery of this Agreement, the Company shall grant and issue to Levitt 100,000Restricted Shares against Levitt’s payment and delivery to the Company of $100, representing the par value of the Restricted Shares. 2. Vesting of the Restricted Shares. (a) Vesting Schedule. The Restricted Shares that shall have vested in accordance with the terms of this Agreement are referred to as “VestedShares,” and the Restricted Shares that shall not have vested are referred to as “Unvested Shares.” All of the Restricted Shares shall be Unvested Shares as ofthe date of issuance hereunder. The Unvested Shares shall vest in accordance with the following schedule: (i) 50,000 of the Restricted Shares shall vest on June 30, 2013, but only if Levitt remains in the continuous employ of theCompany through that date; and (ii) The remaining 50,000 of the Restricted Shares shall vest in six installments of 8,333 shares each (8,335 shares in the case ofthe sixth and final installment) on the last day of each month commencing July 2013 and ending December 2013, but only if Levitt remains in the continuousemploy of the Company through each such date. (b) Accelerated Vesting Upon a Change in Control. Notwithstanding paragraph (a) above, in the event of a “Change in Control” allUnvested Shares shall immediately and automatically vest and become Vested Shares on the day that is one day prior to the completion of the Change inControl. For purposes of this Section 2(b), a “Change in Control” shall have the meaning ascribed to such term in the Company’s 2000 Long-Term IncentivePlan and shall also have the meaning ascribed to the term “Corporate Transaction” in the Company’s 2008 Stock Incentive Plan, as each such Plan may beamended from time to time. (c) Accelerated Vesting upon Death or Termination due to Disability or by the Company without Cause. Notwithstanding paragraph (a)above, any Unvested Shares shall vest in full as of the date of Levitt’s termination of employment on or after January 1, 2013 due to Levitt’s death or by theCompany without Cause or on account of Levitt’s Disability (as such terms are defined in Sections 6.2 and 6.3 of the Employment Agreement effective as ofJanuary 1, 2013 by and between the Company and Levitt (the “2013 Employment Agreement”). (d) Forfeiture of Unvested Shares upon Early Termination of Service. If Levitt ceases to be employed by the Company prior toDecember 31, 2013 for any reason other than as described in paragraph (c) above, (i) all of the Restricted Shares that are Unvested Shares as of suchemployment termination date shall immediately and automatically be forfeited and reconveyed to the Company without the necessity for any payment by theCompany and shall be cancelled on the Company’s share record books, and (ii) Levitt shall immediately and automatically cease to have any ownership rightin any and all such Unvested Shares as of such employment termination date. (e) Stockholder Rights. From the Grant Date and continuing for so long as the Unvested Shares shall not have been forfeited as provided inparagraph (c), above, Levitt shall have the right to vote the Restricted Shares, including the Unvested Shares, and shall have a right to receive any dividendswith respect to the Restricted Shares that the Company may declare regarding the Common Stock, except that any dividend payable with respect to anyUnvested Shares in capital stock or other assets other than cash shall be deemed to be Uninvested Shares under this Agreement and shall be retained by theCompany and released to Levitt only in conjunction with the release to him of the underlying Vested Shares as provided in Section 4, below.  3. No Transfer Permitted of Unvested Shares; Restriction on Transfer of Vested Shares; Taxes. (a) Levitt shall not, and shall not purport to, sell, assign or otherwise transfer any of the Restricted Shares, or any interest therein, that areUnvested Shares. Levitt is permitted to sell, assign or otherwise transfer the Restricted Shares only if and when they become Vested Shares pursuant toSection 2, above, and only in accordance with Section 3(b), below. (b) Levitt may satisfy any federal, state or local tax withholding obligation relating to the Restricted Shares by any of the following means orby a combination of such means: (i) tendering a cash payment; or (ii) electing to have the Company withhold or otherwise reacquire Vested Shares from Levitthaving a fair market value equal to the minimum statutory amount required to be withheld in connection with the vesting of such Shares. Except ascontemplated by Section 3(b)(ii), Levitt shall not, and shall not purport to, sell, assign or otherwise transfer any of the Restricted Shares, or any interesttherein, that are Vested Shares unless and until all of the Restricted Shares shall have become Vested Shares or shall have been forfeited pursuant toSection 2(c), above. Notwithstanding the foregoing, but subject to Section 3(c), below, Levitt shall be entitled, in his discretion, to sell such number ofRestricted Shares that shall have become Vested Shares, as or after they shall have become Vested Shares, to the extent necessary to provide funds to Levitt inan amount equal to the federal and state income taxes payable by Levitt as a result of Restricted Shares becoming Vested Shares hereunder, assuming for thispurpose that Levitt is subject to federal and state income tax at the highest marginal tax rates under applicable federal and state law. (c) Any and all sales of Vested Shares permitted under Section 3(b), above, shall be made exclusively under a plan established by Levittand implemented in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Levitt agrees tofurnish such 10b5-1 plan to the Company in advance of any such permitted sales of Vested Shares and that the Company, in its discretion, may disclose inthe Company’s periodic or current reports filed under the Exchange Act Levitt’s establishment of such 10b5-1 plan and the material terms thereof. Nothing inthis Section 3 shall affect Levitt’s responsibilities under any insider trading policy or other applicable policy of the Company in connection with any permittedsale of Vested Shares hereunder. 4. Stock Certificates. (a) Concurrently herewith, the Company shall issue in book-entry form in Levitt’s name the Restricted Shares. The Company shall retainthe same, and any stock certificate or certificates or other evidence of the Unvested Shares at any time. For purposes of facilitating the enforcement of thisAgreement, concurrently herewith Levitt shall deliver a Stock Power, in substantially the form that is attached hereto as Exhibit A, executed in blank by Levittand Levitt’s spouse, with respect to the Restricted Shares, to the Secretary or Assistant Secretary of the Company, to hold in escrow for so long as theRestricted Shares remain Unvested Shares, with the authority to take all such actions and to effectuate all such transfers and releases as may be necessary orappropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Levitt hereby acknowledges that the appointment of theSecretary or Assistant Secretary of the Company as the escrow holder hereunder with the authority stated is a material inducement to the Company to grant theRestricted Shares and enter into this Agreement, and that such appointment is coupled with an interest and is accordingly irrevocable. Levitt agrees that suchescrow holder shall not be liable to any party for any actions or omissions unless such escrow holder is guilty of intentional misconduct, bad faith or grossnegligence relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and mayresign at any time. (b) The Company shall release to Levitt in book-entry form in his name the Vested Shares if and when they become Vested Shareshereunder. 5. Levitt’s Representations and Warranties. In connection with the receipt of the Restricted Shares, Levitt hereby represents and warrants as follows: (a) Access to Information. The Company has furnished Levitt the prospectus relating to the Plan, and Levitt has had access to and asufficient opportunity to review all annual and periodic reports and proxy and information statements that the Company has filed with the SEC during thetwelve months prior to the date hereof. Neither the Company nor any of its officers, other directors, employees or other agents has made any representation orrecommendation to Levitt about the advisability of Levitt’s acceptance or retention of the Restricted or the sale of any Vested Shares.  (b) Tax Matters. The Company previously advised Levitt to consult with his own tax advisor regarding whether an election under Section83(b) of the Internal Revenue Code of 1986, as amended, should be made by Levitt within thirty days after the date hereof. Levitt shall be solely responsiblefor the payment of any and all federal, state and other taxes that may be imposed on Levitt by reason of the grant of the Restricted Shares and any vesting orsubsequent sale of the Vested Shares. (c) Levitt acknowledges and agrees that any certificates or other documentation evidencing the Restricted Shares shall bear a legend ornotation substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING AND FORFEITURE PROVISIONS AS SETFORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPYOF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.(d) In addition, the Company shall make a notation regarding the restrictions on transfer of the Restricted Shares in its stock books, andshares of the Restricted Shares shall be transferred on the books of the Company only if transferred or sold in accordance with this Agreement. (e) No Right to Continuing Employment. Levitt understands that nothing in this Agreement gives him a right to continued employment bythe Company. 6. Miscellaneous Provisions. (a) Further Instruments. The Company and Levitt agree to execute such further instruments and to take such further actions as may bereasonably necessary to carry out the intent of this Agreement. (b) Plan Provisions. The grant of the Restricted Shares and the terms of this Agreement are subject to the terms and provisions of thePlan. In the event of a conflict between the provisions of this Agreement and of the Plan, the provisions of the Agreement shall govern. (c) Complete Agreement. This Agreement, the 2013 Employment Agreement and the Plan constitute the complete and exclusive agreementbetween the Company and Levitt with respect to the subject matter herein and replace and supersede any and all other prior written and oral agreements orstatements by the parties relating to such subject matter. (d) Successors and Assigns. Subject to the provisions of this Agreement relating to the non-transferability of the Unvested Shares, thisAgreement shall be binding upon and inure to the benefit of the Company and Levitt and their respective successors and permitted assigns. Wheneverappropriate in this Agreement, references to the Company or Levitt shall be deemed to refer to such person’s legal representative, estate or other transferees,successors or permitted assigns, as applicable. (e) Amendment and Termination. This Agreement may be amended or terminated only by a writing executed by both the Company andLevitt. (f) Counterparts. This Agreement may be executed by facsimile and in two counterparts, each of which shall be deemed an original, butboth of which shall constitute one and the same instrument. (g) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State ofDelaware without giving effect to such state’s conflict-of-law principles. (h) Spousal Consent. Levitt shall cause his spouse, if any, to execute a Consent of Spouse in substantially the form of that attached heretoas Exhibit B concurrently with the execution of this Agreement or, if Levitt is not now married, at such later time as he may marry.  IN WITNESS WHEREOF, the Company and Levitt have executed and delivered this Agreement as of the day and year first written above. CYTRX CORPORATION By: /s/ STEVEN A.KRIEGSMANName: Steven A. KriegsmanTitle: President and CEO /s/ Daniel Levitt, M.D., Ph.D.Daniel Levitt, M.D., Ph.D. EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2013 (the “Effective Date”) by and between CytRxCorporation, a Delaware corporation (“Employer”), and Daniel Levitt, M.D., Ph.D., an individual and resident of the State of California (“Employee”). WHEREAS, Employer desires to employ Employee, and Employee is willing to be employed by Employer, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the partieshereto agree as follows. 1. Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall continue to serve, asEmployer’s Chief Medical Officer on the terms set forth herein. As of the Effective Date, Employer shall also be promoted to the title of Executive VicePresident. 2. Duties; Places of Employment. Employee shall perform in a professional and business-like manner, and to the best of his ability, the dutiesdescribed on Schedule 1 to this Agreement and such other duties as are mutually agreed to from time to time by Employee and Employer’s President and ChiefExecutive Officer. Subject to the succeeding sentences, Employee’s services hereunder shall be rendered at Employer’s San Francisco office and its corporateoffices in Los Angeles, California, except for travel when and as required in the performance of Employee’s duties hereunder. Employee may work remotelyfrom the San Francisco office and during such time, Employee shall make himself readily accessible to Employer by telephone, via the Internet or other remoteaccess, as Employee deems reasonably necessary for the performance of Employee’s services hereunder. Employer shall make available to Employee remotecomputer access in Employer’s San Francisco office to Employer’s computerized systems and shall provide technical and hardware support. 3. Time and Efforts. Subject to this Section 3, Employee shall devote all of his business time, efforts, attention and energies to Employer’s business. Employer agrees that Employee may continue to serve as a director on the board of directors of Aquinox Corp. and as a director and treasurer of the board ofthe San Francisco SPCA. In addition, Employee may serve on the board or advisory committee of other companies or organizations or provide consultingservices to other companies or organizations, provided in each case that such company or organization is not directly competitive with Employer and providedthat Employer has consented to such role by Employee, which consent shall not be unreasonably withheld. Employee shall inform Employer of such services. 4. Term. The term (the “Term”) of Employee’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2013,unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In theevent that Employer does not offer to extend or renew the Agreement, Employer shall continue to pay Employee his salary as provided for in Section 5.1 duringthe period commencing on the final date of the Term and ending on June 30, 2014.  5. Compensation. As the total consideration for Employee’s services rendered hereunder, Employer shall pay or provide Employee the followingcompensation and benefits: 5.1. Salary. Employee shall be entitled to receive an annual salary of Five Hundred Twenty Five Thousand Dollars ($525,000), payablein accordance with Employer’s normal payroll policies and procedures. 5.2. Bonus. Employee is eligible for a bonus for his services during the Term. The bonus, payable with respect to calendar year 2013shall not be less than $150,000. One half of such bonus (i.e. not less than $75,000) shall be paid on or before June 30, 2013, and the other half of such bonus(i.e. not less than $75,000) shall be paid on or before December 31, 2013. 5.3. Expense Reimbursement. (a) Employer shall reimburse Employee for reasonable and necessary business expenses incurred byEmployee in connection with the performance of Employee’s duties in accordance with Employer’s usual practices and policies in effect from time to time. (b)When Employee travels to Employer’s corporate offices, Employer shall pay for (i) round-trip airfare and airport parking or other ground transportation to andfrom the airports, or, (ii) if driving, the cost of gas and meals, but shall not pay for any other food or other incidentals except as specifically set forthherein. During the Term, Employer shall provide Employee with (i) access to a furnished apartment leased by Employer in reasonable proximity toEmployer’s corporate offices, inclusive of parking, utilities, cable and Internet access, weekly cleaning and laundry service, (ii) Employer-paid membershipsto (x) a health club reasonably near Employer’s corporate offices and (y) one airline club, and (iii) the use of a rental car leased by Employer with Employer-paid insurance for use while in Los Angeles, California. 5.4. Tax Gross-Ups. (a) Travel and Housing Payments. In the event it shall be determined that any payment by the Employer to or for the benefit of Employeeunder Section 5.3(b) above (whether paid or payable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additionalpayments required under this Section 5.4) (a “Travel and Housing Payment”) would be subject to federal or state income or payroll tax (such income andpayroll tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Section 5.3(b) Income Tax”), then Employeeshall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes (including anyinterest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respectthereto) imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Additional Section 5.3(b) Income Taximposed upon the Travel and Housing Payments. (b) Change in Control Payments. In the event it shall be determined that any payment or distribution by the Employer to or for the benefitof Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, including Section 5.3 above, or otherwise, butdetermined without regard to any additional payments required under this Section 5.4) (a “Change in Control Payment”) would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by Employee with respect tosuch excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shallbe entitled to receive an additional payment (a “Parachute Gross-Up Payment”) in an amount such that after payment by Employee of all taxes (including anyinterest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respectthereto) and Excise Tax imposed upon the Parachute Gross-Up Payment, Employee retains an amount of the Parachute Gross-Up Payment equal to the ExciseTax imposed upon the Change in Control Payments (c) Subject to the provisions of Section 5.4(d) hereof, all determinations required to be made under this Section 5.4, including whether andwhen a Gross-Up Payment or a Parachute Gross-Up Payment is required and the amount of such Gross-Up Payment or Parachute Gross-Up Payment,whichever shall apply, and the assumptions to be used in arriving at such determination, shall be made by the certified public accounting firm designated bythe Employer (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Employer and Employee within 15 business days ofthe receipt of notice from Employee that there has been a Change in Control Payment or the Travel and Housing Payment is being treated as taxable income toEmployee. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment or Parachute Gross-Up Payment, asdetermined pursuant to this Section 5.4, shall be paid by the Employer to Employee within five days of the receipt of the Accounting Firm’sdetermination. Any determination by the Accounting Firm shall be binding upon the Employer and Employee. As a result of the uncertainty in the applicationof Sections 61 or 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments orParachute Gross-Up Payments which will not have been made by the Employer should have been made (“Underpayment”), consistent with the calculationsrequired to be made hereunder. In the event that the Employer exhausts its remedies pursuant to Section 5.4(d) and Employee thereafter is required to make apayment of any Additional Section 5.3(b) Income Tax or any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that hasoccurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of Employee.  (d) Employee shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require thepayment by the Employer of the Gross-Up Payment or the Parachute Gross-Up Payment. Such notification shall be given as soon as practicable but no laterthan thirty days after Employee is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which suchclaim is requested to be paid. Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice tothe Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies Employee inwriting prior to the expiration of such period that it desires to contest such claim, Employee shall: give the Employer any information reasonably requested bythe Employer relating to such claim, (i) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time totime, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer, (ii) cooperate with the Employer in good faith in order effectively to contest such claim, and (iii) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connectionwith such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltieswith respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions to thisSection 5.4(d), the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and alladministrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim. 5.5. Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer’s usualpolicies applicable to all employees at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.6. Employee Benefits. Employee shall be eligible to participate in any employee benefits made available generally by Employer to all ofits employees under its group plans and employment policies in effect during the Term; provided, however, that Employee waives coverage in Employer’sgroup medical plan. Schedule 2 hereto sets forth a summary of such plans and policies as currently in effect. Employee acknowledges and agrees that, anysuch plans or policies now or hereafter in effect may be modified or terminated by Employer at any time in its discretion. 5.7. Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and allsums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted orrequired as a charge on the compensation or benefits of Employee. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for “Cause” upon notice toEmployee. “Cause” for this purpose shall mean any of the following: (a) Employee’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall notconstitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employeeat least 30 calendar days to correct such breach; (b) Employee’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude;  (c) Employee’s conviction of fraud injurious to Employer or its reputation; (d) Employee’s continual failure or refusal to perform his material duties as required under this Agreement after written noticefrom Employer stating the nature of such failure or refusal and affording Employee at least 30 calendar days to correct the same; (e) Employee’s act or omission that, in the reasonable determination of Employer’s Board of Directors (or a Committee of theBoard), indicates alcohol or drug abuse by Employee; or (f) Employee’s act or personal conduct that, in the judgment of Employer’s Board of Directors (or a Committee of the Board),gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms ofharassment, or other similar liabilities to subordinate employees. Upon termination of Employee’s employment by Employer for Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled only to payment, not later than three days after the date of termination, of any accrued but unpaid salary and unused vacation asprovided in Sections 5.1 and 5.5 as of the date of such termination and any unpaid bonus that may have been earned or awarded Employee as provided inSection 5.2 prior to such date. 6.2. Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon ten days writtennotice to Employee. Upon termination of Employee’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shallcease and Employee shall be entitled to (a) payment of (1) any accrued but unpaid salary, the minimum bonus described in Section 5.2 applied to the basesalary as if paid through the end of the Term, any Tax Gross-Up or Parachute Tax Gross-Up payment as described in Section 5.4 and unused vacation as ofthe date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, and (2) an amount,which shall be due and payable within ten days following the effective date of such termination, equal to six months’ salary as provided in Section 5.1, and(b) continued participation, at Employer’s cost and expense, for a period of six months following such termination, in any Employer-sponsored group benefitplans in which Employee was participating as of the date of termination, provided that, as a condition to Employer’s obligations under Section 6.2(a)(2) and6.2(b), Employee shall have executed and delivered to Employer a Separation Agreement and General Release in the form attached hereto as Exhibit A. 6.3. Death or Disability. Employee’s employment will terminate automatically in the event of Employee’s death or upon notice fromEmployer in event of his permanent disability. Employee’s “permanent disability” shall have the meaning ascribed to such term in any policy of disabilityinsurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall meanEmployee’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or notconsecutive. Upon termination of Employee’s employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shallpay to the Employee’s heirs or personal representatives, not later than ten days after the date of death or permanent disability, any accrued but unpaid salary,the minimum bonus described in Section 5.2 applied to the base salary as if paid through the end of the Term, any Tax Gross-Up or Parachute Tax Gross-Uppayment as described in Section 5.4 and unused vacation as of the date of such termination as required by California law. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret and confidential all“trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use such information only in thecourse of performing Employee’s duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold and keep secret and confidentialsuch trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or other confidential orproprietary information, as Employer’s property, including, but not limited to, all documents concerning Employer’s business, including Employee’s workpapers, telephone directories, customer information and notes, and any and all copies thereof in Employee’s possession or under Employee’s control. Uponthe expiration or earlier termination of Employee’s employment with Employer, or upon request by Employer, Employee shall deliver to Employer all suchdocuments belonging to Employer, including any and all copies in Employee’s possession or under Employee’s control.  8. Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fully compensateEmployer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employer shall be entitledto equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanentinjunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminishEmployer’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses. 9. Indemnification; Insurance. Employer and Employee acknowledge that, as the Executive Vice President and Chief Medical Officer of theEmployer, Employee shall be a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided byEmployer to its officers, directors and agents under the Employer’s Certificate of Incorporation and Bylaws as in effect as of the date of thisAgreement. Effective on the Effective Date, Employer shall maintain Employee as an additional insured under its current policy of directors and officersliability insurance and shall use commercially reasonable efforts to continue to insure Employee thereunder, or under any replacement policies in effect fromtime to time, during the Term, and for a period of five years thereafter or, if longer, the date as of which the statute of limitations on any claim covered by theseindemnification rights expires. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be bindingand enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Employer, its successors and assigns andEmployee and his heirs and representatives; provided, however, that neither party may assign this Agreement without the prior written consent of the otherparty. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto havemade no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreementsupersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any suchprior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensationprovided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing ismade by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of this Agreement beenforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without givingeffect to California’s choice-of-law rules.  15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to Employeronly) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such otheraddress as such party may have specified by notice given to the other party pursuant to this provision): If to Employer: CytRx Corporation11726 San Vicente Boulevard, Suite 650Los Angeles, California 90049Facsimile: (310) 826-5529Attention: Chief Executive OfficerIf to Employee: Daniel Levitt, M.D., Ph.D.____________________________________ 16. Survival. Sections 4, 5.2, 5.3, 5.4, 6.2, 6.3, 7 through 16, 18 and 20 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shallbe deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executedcounterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recoverits or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between persons knowledgeable inthe matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree thatany rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similareffect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expresslywaived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. 20. Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and theregulations promulgated thereunder (“Section 409A”), and shall be administered in accordance with Section 409A to the extent Section 409A of the Codeapplies to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409Amay only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition of any additional tax, penalty or interest under Section409A while preserving, to the extent possible, the intended benefits hereunder payable to Employee. Employer and Employee agree that any payment madepursuant to this Agreement due to Employee’s “separation from service” as defined in Section 409A shall be delayed in accordance with Section409A(a)(2)(B)(i) of the Code (six month delay) if and to the extent required to avoid the imposition of any tax, penalty or interest under Section 409A. Anyadditional cost to Employee by reason of such postponement period, including, for example, Employee’s payment of the cost of health benefits during thepostponement period, shall be reimbursed by the Company to Employee after such period has ended. If Employee dies during the postponement period prior tothe payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee’s beneficiary, or if none, to the personal representative ofEmployee’s estate within 30 days after the date of Employee’s death.  IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “EMPLOYER” CytRx Corporation By: /s/ Steven A. Kriegsman Steven A. KriegsmanPresident & Chief Executive Officer “EMPLOYEE” /s/ Daniel Levitt, M.D., Ph.D.Daniel Levitt, M.D., Ph.D. EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2013 (the “Effective Date”) by and between CytRxCorporation, a Delaware corporation (“Employer”), and Benjamin S. Levin, an individual and resident of the State of California (“Employee”). WHEREAS, Employer desires to employ Employee, and Employee is willing to be employed by Employer, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the partieshereto agree as follows. 1. Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall continue to serve, asEmployer’s General Counsel, Vice President – Legal Affairs and Corporate Secretary on the terms set forth herein. 2. Duties; Place of Employment. Employee shall perform in a professional and business-like manner, and to the best of his ability, the dutiesdescribed on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer’s President and Chief ExecutiveOfficer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer’s President andChief Executive Officer. Employee’s services hereunder shall be rendered at Employer’s principal executive office, except for travel when and as required inthe performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employer understands and agrees that Employee shall be entitled to renderhis services hereunder from his home on Friday of each week except as required by Employer in extraordinary circumstances. 3. Time and Efforts. Employee shall devote all of his business time, efforts, attention and energies to Employer’s business and to discharge hisduties hereunder. 4. Term. The term (the “Term”) of Employee’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2013,unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In theevent that Employer does not offer to extend or renew the Agreement, Employer shall continue to pay Employee his salary as provided for in Section 5.1 duringthe period commencing on the final date of the Term and ending on (a) June 30, 2014 or (b) the date of Employee’s re-employment with another employer,whichever is earlier; provided that, as a condition to Employer’s obligations under this sentence, Employee shall have executed and delivered to Employer aSeparation Agreement and General Release in the form attached hereto as Exhibit A. Employee shall notify Employer immediately in the event Employeeaccepts such employment with another employer.  5. Compensation. As the total consideration for Employee’s services rendered hereunder, Employer shall pay or provide Employee the followingcompensation and benefits: 5.1. Salary. Employee shall be entitled to receive an annual salary of Three Hundred Fifty Thousand Dollars ($350,000), payable inaccordance with Employer’s normal payroll policies and procedures. 5.2. Discretionary Bonus. Employee also may be eligible for a bonus from time to time for his services during the Term. Employee’seligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer’s sole discretion. 5.3. Expense Reimbursement. Employer shall reimburse Employee for reasonable and necessary business expenses incurred by Employeein connection with the performance of Employee’s duties in accordance with Employer’s usual practices and policies in effect from time to time. 5.4. Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer’s usual policiesapplicable to all employees at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee(i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 ofthe Code (the “Excise Tax”), then the Employee’s benefits under this Agreement shall be either: (x) delivered in full, or (y) delivered as to such lesser extentwhich would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicablefederal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits,notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Employer and the Employee otherwise agreein writing, any determination required under this Section 1 shall be made in writing by Employer’s independent public accountants (the “Accountants”),whose determination shall be conclusive and binding upon the Employee and Employer for all purposes. For purposes of making the calculations required bythis Section 1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faithinterpretations concerning the application of Sections 280G and 4999 of the Code. Employer and the Employee shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order to make a determination under this Section 5.5. Employer shall bear all coststhe Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.5. 5.6. Employee Benefits. Employee shall be eligible to participate in any medical insurance and other employee benefits made available byEmployer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth a summary of suchplans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified orterminated by Employer at any time in its discretion. 5.7. Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and allsums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted orrequired as a charge on the compensation or benefits of Employee. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for “Cause” upon notice toEmployee. “Cause” for this purpose shall mean any of the following: (a) Employee’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall notconstitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employeeat least ten days to correct such breach; (b) Employee’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude;  (c) Employee’s act of fraud or dishonesty injurious to Employer or its reputation; (d) Employee’s continual failure or refusal to perform his material duties as required under this Agreement after written noticefrom Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same; (e) Employee’s act or omission that, in the reasonable determination of Employer’s Board of Directors (or a Committee of theBoard), indicates alcohol or drug abuse by Employee; or (f) Employee’s act or personal conduct that, in the judgment of Employer’s Board of Directors (or a Committee of the Board),gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms ofharassment, or other similar liabilities to subordinate employees. Upon termination of Employee’s employment by Employer for Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled only to payment, not later than three days after the date of termination, of any accrued but unpaid salary and unused vacation asprovided in Sections 5.1 and 5.5 as of the date of such termination and any unpaid bonus that may have been awarded Employee as provided in Section 5.2prior to such date. 6.2. Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon ten days noticeto Employee. Upon termination of Employee’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled to (a) payment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required byCalifornia law, which shall be due and payable upon the effective date of such termination, and (2) an amount, which shall be due and payable within tendays following the effective date of such termination, equal to six months’ salary as provided in Section 5.1, and (b) continued participation, at Employer’scost and expense, for a period of six months following such termination, in any Employer-sponsored group benefit plans in which Employee was participatingas of the date of termination, provided that, as a condition to Employer’s obligations under Section 6.2(a)(2) and 6.2(b), Employee shall have executed anddelivered to Employer a Separation Agreement and General Release in the form attached hereto as Exhibit A. 6.3. Death or Disability. Employee’s employment will terminate automatically in the event of Employee’s death or upon notice fromEmployer in event of his permanent disability. Employee’s “permanent disability” shall have the meaning ascribed to such term in any policy of disabilityinsurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall meanEmployee’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or notconsecutive. Upon termination of Employee’s employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shallpay to the Employee’s heirs or personal representatives, not later than ten days after the date of termination, any accrued but unpaid salary and unusedvacation as of the date of such termination as required by California law. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret and confidential all“trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use such information only in thecourse of performing Employee’s duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold and keep secret and confidentialsuch trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or other confidential orproprietary information, as Employer’s property, including, but not limited to, all documents concerning Employer’s business, including Employee’s workpapers, telephone directories, customer information and notes, and any and all copies thereof in Employee’s possession or under Employee’s control. Uponthe expiration or earlier termination of Employee’s employment with Employer, or upon request by Employer, Employee shall deliver to Employer all suchdocuments belonging to Employer, including any and all copies in Employee’s possession or under Employee’s control.  8. Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fully compensateEmployer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employer shall be entitledto equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanentinjunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminishEmployer’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses. 9. Indemnification; Insurance. Employer and Employee acknowledge that, as the General Counsel, Vice President – Legal Affairs and CorporateSecretary of the Employer, Employee shall be a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extentprovided by Employer to its officers, directors and agents under the Employer’s Certificate of Incorporation and Bylaws as in effect as of the date of thisAgreement. Employer shall maintain Employee as an additional insured under its current policy of directors and officers liability insurance and shall usecommercially reasonable efforts to continue to insure Employee thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be bindingand enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Employer, its successors and assigns andEmployee and his heirs and representatives; provided, however, that neither party may assign this Agreement without the prior written consent of the otherparty. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto havemade no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreementsupersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any suchprior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensationprovided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing ismade by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of this Agreement beenforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without givingeffect to California’s choice-of-law rules.  15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to Employeronly) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such otheraddress as such party may have specified by notice given to the other party pursuant to this provision): If to Employer: CytRx Corporation11726 San Vicente Boulevard, Suite 650Los Angeles, California 90049Facsimile: (310) 826-5529Attention: Chief Executive OfficerIf to Employee: ______________________________________________________ 16. Survival. Sections 7 through 16, 18 and 19 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shallbe deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executedcounterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recoverits or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between persons knowledgeable inthe matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree thatany rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similareffect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expresslywaived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. 20. Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and theregulations promulgated thereunder (“Section 409A”), and shall be administered in accordance with Section 409A to the extent Section 409A of the Codeapplies to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409Amay only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition of any additional tax, penalty or interest under Section409A while preserving, to the extent possible, the intended benefits hereunder payable to Employee. Employer and Employee agree that any payment madepursuant to this Agreement due to Employee’s “separation from service” as defined in Section 409A shall be delayed in accordance with Section409A(a)(2)(B)(i) of the Code (six month delay) if and to the extent required to avoid the imposition of any tax, penalty or interest under Section 409A. Anyadditional cost to Employee by reason of such postponement period, including, for example, Employee’s payment of the cost of health benefits during thepostponement period, shall be reimbursed by the Company to Employee after such period has ended. If Employee dies during the postponement period prior tothe payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee’s beneficiary, or if none, to the personal representative ofEmployee’s estate within 30 days after the date of Employee’s death.  IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “EMPLOYER” CytRx Corporation By: /s/ Steven A. Kriegsman Steven A. KriegsmanChief Executive Officer “EMPLOYEE” /s/ Benjamin S. LevinBenjamin S. Levin EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2013 (the “Effective Date”) by and between CytRxCorporation, a Delaware corporation (“Employer”), and Scott Wieland, an individual and resident of the State of California (“Employee”). WHEREAS, Employer desires to employ Employee, and Employee is willing to be employed by Employer, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the partieshereto agree as follows. 1. Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall continue to serve, asEmployer’s Senior Vice President – Drug Development on the terms set forth herein. 2. Duties; Place of Employment. Employee shall perform in a professional and business-like manner, and to the best of his ability, the dutiesdescribed on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer’s President and Chief ExecutiveOfficer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer’s President andChief Executive Officer. Employee’s services hereunder shall be rendered at Employer’s principal executive office, except for travel when and as required inthe performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employer understands and agrees that Employee shall be entitled to renderhis services hereunder from his home one week of each month except as required by Employer in extraordinary circumstances. 3. Time and Efforts. Employee shall devote all of his business time, efforts, attention and energies to Employer’s business and to discharge hisduties hereunder. Notwithstanding any other provision of this Section 3, while this Agreement is in effect, Employee may serve on the board of directors ofone company other than Employer, but in no event shall Employee serve on the board of directors of a company that is directly competitive with Employer. 4. Term. The term (the “Term”) of Employee’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2013,unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In theevent that Employer does not offer to extend or renew the Agreement, Employer shall continue to pay Employee his salary as provided for in Section 5.1 duringthe period commencing on the final date of the Term and ending on (a) June 30, 2014 or (b) the date of Employee’s re-employment with another employer,whichever is earlier; provided that, as a condition to Employer’s obligations under this sentence, Employee shall have executed and delivered to Employer aSeparation Agreement and General Release in the form attached hereto as Exhibit A. Employee shall notify Employer immediately in the event Employeeaccepts such employment with another employer.  5. Compensation. As the total consideration for Employee’s services rendered hereunder, Employer shall pay or provide Employee the followingcompensation and benefits: 5.1. Salary. Employee shall be entitled to receive an annual salary of Three Hundred Fifty Thousand Dollars ($350,000), payable inaccordance with Employer’s normal payroll policies and procedures. 5.2. Discretionary Bonus. Employee also may be eligible for a bonus from time to time for his services during the Term. Employee’seligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer’s sole discretion. 5.3. Expense Reimbursement. Employer shall reimburse Employee for reasonable and necessary business expenses incurred by Employeein connection with the performance of Employee’s duties in accordance with Employer’s usual practices and policies in effect from time to time. 5.4. Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer’s usual policiesapplicable to all employees at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee(i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 ofthe Code (the “Excise Tax”), then the Employee’s benefits under this Agreement shall be either: (x) delivered in full, or (y) delivered as to such lesser extentwhich would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicablefederal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits,notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Employer and the Employee otherwise agreein writing, any determination required under this Section 1 shall be made in writing by Employer’s independent public accountants (the “Accountants”),whose determination shall be conclusive and binding upon the Employee and Employer for all purposes. For purposes of making the calculations required bythis Section 1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faithinterpretations concerning the application of Sections 280G and 4999 of the Code. Employer and the Employee shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order to make a determination under this Section 5.5. Employer shall bear all coststhe Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.5. 5.6. Employee Benefits. Employee shall be eligible to participate in any medical insurance and other employee benefits made available byEmployer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth a summary of suchplans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified orterminated by Employer at any time in its discretion. 5.7. Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and allsums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted orrequired as a charge on the compensation or benefits of Employee. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for “Cause” upon notice toEmployee. “Cause” for this purpose shall mean any of the following: (a) Employee’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall notconstitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employeeat least ten days to correct such breach; (b) Employee’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude;  (c) Employee’s act of fraud or dishonesty injurious to Employer or its reputation; (d) Employee’s continual failure or refusal to perform his material duties as required under this Agreement after written noticefrom Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same; (e) Employee’s act or omission that, in the reasonable determination of Employer’s Board of Directors (or a Committee of theBoard), indicates alcohol or drug abuse by Employee; or (f) Employee’s act or personal conduct that, in the judgment of Employer’s Board of Directors (or a Committee of the Board),gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms ofharassment, or other similar liabilities to subordinate employees. Upon termination of Employee’s employment by Employer for Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled only to payment, not later than three days after the date of termination, of any accrued but unpaid salary and unused vacation asprovided in Sections 5.1 and 5.5 as of the date of such termination and any unpaid bonus that may have been awarded Employee as provided in Section 5.2prior to such date. 6.2. Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon ten days noticeto Employee. Upon termination of Employee’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled to (a) payment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required byCalifornia law, which shall be due and payable upon the effective date of such termination, and (2) an amount, which shall be due and payable within tendays following the effective date of such termination, equal to six months’ salary as provided in Section 5.1, and (b) continued participation, at Employer’scost and expense, for a period of six months following such termination, in any Employer-sponsored group benefit plans in which Employee was participatingas of the date of termination, provided that, as a condition to Employer’s obligations under Section 6.2(a)(2) and 6.2(b), Employee shall have executed anddelivered to Employer a Separation Agreement and General Release in the form attached hereto as Exhibit A. 6.3. Death or Disability. Employee’s employment will terminate automatically in the event of Employee’s death or upon notice fromEmployer in event of his permanent disability. Employee’s “permanent disability” shall have the meaning ascribed to such term in any policy of disabilityinsurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall meanEmployee’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or notconsecutive. Upon termination of Employee’s employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shallpay to the Employee’s heirs or personal representatives, not later than ten days after the date of termination, any accrued but unpaid salary and unusedvacation as of the date of such termination as required by California law. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret and confidential all“trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use such information only in thecourse of performing Employee’s duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold and keep secret and confidentialsuch trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or other confidential orproprietary information, as Employer’s property, including, but not limited to, all documents concerning Employer’s business, including Employee’s workpapers, telephone directories, customer information and notes, and any and all copies thereof in Employee’s possession or under Employee’s control. Uponthe expiration or earlier termination of Employee’s employment with Employer, or upon request by Employer, Employee shall deliver to Employer all suchdocuments belonging to Employer, including any and all copies in Employee’s possession or under Employee’s control. 8. Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fully compensateEmployer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employer shall be entitledto equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanentinjunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminishEmployer’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses.  9. Indemnification; Insurance. Employer and Employee acknowledge that, as the Senior Vice President – Drug Development of the Employer,Employee shall be a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided by Employer to itsofficers, directors and agents under the Employer’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. Employer shallmaintain Employee as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable effortsto continue to insure Employee thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be bindingand enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Employer, its successors and assigns andEmployee and his heirs and representatives; provided, however, that neither party may assign this Agreement without the prior written consent of the otherparty. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto havemade no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreementsupersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any suchprior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensationprovided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing ismade by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of this Agreement beenforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without givingeffect to California’s choice-of-law rules. 15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to Employeronly) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such otheraddress as such party may have specified by notice given to the other party pursuant to this provision): If to Employer: CytRx Corporation11726 San Vicente Boulevard, Suite 650Los Angeles, California 90049Facsimile: (310) 826-5529Attention: Chief Executive OfficerIf to Employee: ______________________________________________________ 16. Survival. Sections 7 through 16, 18 and 19 shall survive the expiration or termination of this Agreement.  17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shallbe deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executedcounterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recoverits or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between persons knowledgeable inthe matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree thatany rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similareffect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expresslywaived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. 20. Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and theregulations promulgated thereunder (“Section 409A”), and shall be administered in accordance with Section 409A to the extent Section 409A of the Codeapplies to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409Amay only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition of any additional tax, penalty or interest under Section409A while preserving, to the extent possible, the intended benefits hereunder payable to Employee. Employer and Employee agree that any payment madepursuant to this Agreement due to Employee’s “separation from service” as defined in Section 409A shall be delayed in accordance with Section409A(a)(2)(B)(i) of the Code (six month delay) if and to the extent required to avoid the imposition of any tax, penalty or interest under Section 409A. Anyadditional cost to Employee by reason of such postponement period, including, for example, Employee’s payment of the cost of health benefits during thepostponement period, shall be reimbursed by the Company to Employee after such period has ended. If Employee dies during the postponement period prior tothe payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee’s beneficiary, or if none, to the personal representative ofEmployee’s estate within 30 days after the date of Employee’s death.  IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “EMPLOYER” CytRx Corporation By: /s/ Steven A. Kriegsman Steven A. KriegsmanPresident and Chief Executive Officer “EMPLOYEE” /s/ Scott WielandScott Wieland EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2013 (the “Effective Date”) by and between CytRxCorporation, a Delaware corporation (“Employer”), and John Caloz, an individual and resident of the State of California (“Employee”). WHEREAS, Employer desires to employ Employee, and Employee is willing to be employed by Employer, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the partieshereto agree as follows. 1. Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall continue to serve, asEmployer’s Chief Financial Officer on the terms set forth herein. 2. Duties; Place of Employment. Employee shall perform in a professional and business-like manner, and to the best of his ability, the dutiesdescribed on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer’s President and Chief ExecutiveOfficer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer’s President andChief Executive Officer. Employee’s services hereunder shall be rendered at Employer’s principal executive office, except for travel when and as required inthe performance of Employee’s duties hereunder. 3. Time and Efforts. Employee shall devote all of his business time, efforts, attention and energies to Employer’s business and to discharge hisduties hereunder. 4. Term. The term (the “Term”) of Employee’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2013,unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In theevent that Employer does not offer to extend or renew the Agreement, Employer shall continue to pay Employee his salary as provided for in Section 5.1 duringthe period commencing on the final date of the Term and ending on (a) June 30, 2014 or (b) the date of Employee’s re-employment with another employer,whichever is earlier; provided that, as a condition to Employer’s obligations under this sentence, Employee shall have executed and delivered to Employer aSeparation Agreement and General Release in the form attached hereto as Exhibit A. Employee shall notify Employer immediately in the event Employeeaccepts such employment with another employer.  5. Compensation. As the total consideration for Employee’s services rendered hereunder, Employer shall pay or provide Employee the followingcompensation and benefits: 5.1. Salary. Employee shall be entitled to receive an annual salary of Three Hundred Fifty Thousand Dollars ($350,000), payable inaccordance with Employer’s normal payroll policies and procedures. 5.2. Discretionary Bonus. Employee also may be eligible for a bonus from time to time for his services during the Term. Employee’seligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer’s sole discretion. 5.3. Expense Reimbursement. Employer shall reimburse Employee for reasonable and necessary business expenses incurred by Employeein connection with the performance of Employee’s duties in accordance with Employer’s usual practices and policies in effect from time to time. 5.4. Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer’s usual policiesapplicable to all employees at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee(i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 ofthe Code (the “Excise Tax”), then the Employee’s benefits under this Agreement shall be either: (x) delivered in full, or (y) delivered as to such lesser extentwhich would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicablefederal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits,notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Employer and the Employee otherwise agreein writing, any determination required under this Section 1 shall be made in writing by Employer’s independent public accountants (the “Accountants”),whose determination shall be conclusive and binding upon the Employee and Employer for all purposes. For purposes of making the calculations required bythis Section 1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faithinterpretations concerning the application of Sections 280G and 4999 of the Code. Employer and the Employee shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order to make a determination under this Section 5.5. Employer shall bear all coststhe Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.5. 5.6. Employee Benefits. Employee shall be eligible to participate in any medical insurance and other employee benefits made available byEmployer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth a summary of suchplans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified orterminated by Employer at any time in its discretion. 5.7. Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and allsums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted orrequired as a charge on the compensation or benefits of Employee. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for “Cause” upon notice toEmployee. “Cause” for this purpose shall mean any of the following: (a) Employee’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall notconstitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employeeat least ten days to correct such breach; (b) Employee’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude;  (c) Employee’s act of fraud or dishonesty injurious to Employer or its reputation; (d) Employee’s continual failure or refusal to perform his material duties as required under this Agreement after written noticefrom Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same; (e) Employee’s act or omission that, in the reasonable determination of Employer’s Board of Directors (or a Committee of theBoard), indicates alcohol or drug abuse by Employee; or (f) Employee’s act or personal conduct that, in the judgment of Employer’s Board of Directors (or a Committee of the Board),gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms ofharassment, or other similar liabilities to subordinate employees. Upon termination of Employee’s employment by Employer for Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled only to payment, not later than three days after the date of termination, of any accrued but unpaid salary and unused vacation asprovided in Sections 5.1 and 5.5 as of the date of such termination and any unpaid bonus that may have been awarded Employee as provided in Section 5.2prior to such date. 6.2. Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon ten days noticeto Employee. Upon termination of Employee’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease andEmployee shall be entitled to (a) payment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required byCalifornia law, which shall be due and payable upon the effective date of such termination, and (2) an amount, which shall be due and payable within tendays following the effective date of such termination, equal to six months’ salary as provided in Section 5.1, and (b) continued participation, at Employer’scost and expense, for a period of six months following such termination, in any Employer-sponsored group benefit plans in which Employee was participatingas of the date of termination, which shall include any contributions payable with respect to such plans, provided that, as a condition to Employer’sobligations under Section 6.2(a)(2) and 6.2(b), Employee shall have executed and delivered to Employer a Separation Agreement and General Release in theform attached hereto as Exhibit A. 6.3. Death or Disability. Employee’s employment will terminate automatically in the event of Employee’s death or upon notice fromEmployer in event of his permanent disability. Employee’s “permanent disability” shall have the meaning ascribed to such term in any policy of disabilityinsurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall meanEmployee’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or notconsecutive. Upon termination of Employee’s employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shallpay to the Employee’s heirs or personal representatives, not later than ten days after the date of termination, any accrued but unpaid salary and unusedvacation as of the date of such termination as required by California law. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret and confidential all“trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use such information only in thecourse of performing Employee’s duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold and keep secret and confidentialsuch trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or other confidential orproprietary information, as Employer’s property, including, but not limited to, all documents concerning Employer’s business, including Employee’s workpapers, telephone directories, customer information and notes, and any and all copies thereof in Employee’s possession or under Employee’s control. Uponthe expiration or earlier termination of Employee’s employment with Employer, or upon request by Employer, Employee shall deliver to Employer all suchdocuments belonging to Employer, including any and all copies in Employee’s possession or under Employee’s control. 8. Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fully compensateEmployer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employer shall be entitledto equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanentinjunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminishEmployer’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses.  9. Indemnification; Insurance. Employer and Employee acknowledge that, as the Chief Financial Officer of the Employer, Employee shall be acorporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided by Employer to its officers, directors andagents under the Employer’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. Employer shall maintain Employee as anadditional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts to continue to insureEmployee thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be bindingand enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Employer, its successors and assigns andEmployee and his heirs and representatives; provided, however, that neither party may assign this Agreement without the prior written consent of the otherparty. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto havemade no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreementsupersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any suchprior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensationprovided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing ismade by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of this Agreement beenforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without givingeffect to California’s choice-of-law rules.  15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to Employeronly) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such otheraddress as such party may have specified by notice given to the other party pursuant to this provision): If to Employer: CytRx Corporation11726 San Vicente Boulevard, Suite 650Los Angeles, California 90049Facsimile: (310) 826-5529Attention: Chief Executive OfficerIf to Employee: ______________________________________________________ 16. Survival. Sections 7 through 16 and 19 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shallbe deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executedcounterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recoverits or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between persons knowledgeable inthe matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree thatany rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similareffect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expresslywaived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. 20. Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and theregulations promulgated thereunder (“Section 409A”), and shall be administered in accordance with Section 409A to the extent Section 409A of the Codeapplies to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409Amay only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition of any additional tax, penalty or interest under Section409A while preserving, to the extent possible, the intended benefits hereunder payable to Employee. Employer and Employee agree that any payment madepursuant to this Agreement due to Employee’s “separation from service” as defined in Section 409A shall be delayed in accordance with Section409A(a)(2)(B)(i) of the Code (six month delay) if and to the extent required to avoid the imposition of any tax, penalty or interest under Section 409A. Anyadditional cost to Employee by reason of such postponement period, including, for example, Employee’s payment of the cost of health benefits during thepostponement period, shall be reimbursed by the Company to Employee after such period has ended. If Employee dies during the postponement period prior tothe payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee’s beneficiary, or if none, to the personal representative ofEmployee’s estate within 30 days after the date of Employee’s death.  IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “EMPLOYER” CytRx Corporation By: /s/ Steven A. Kriegsman Steven A. KriegsmanPresident and Chief Executive Officer “EMPLOYEE” /s/ John CalozJohn CalozEXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CytRx CorporationLos Angeles, California We hereby consent to the incorporation by reference in the Registration Statements on Form S3 (Nos. 333-100947, 333-109708, 333-106629, 333-109708, 333-133269, 333-142591, 333-147605, 333-170437 and 333-185308) and Form S8 (Nos. 333-84657, 333-68200, 333-91068, 333-93305, 333-123339 and 333-163212) of CytRx Corporation of our reports dated March 11, 2013, relating to the consolidated financial statements and schedule, and the effectiveness ofCytRx Corporation’s internal control over financial reporting, which appear in this Form 10-K. /s/ BDO USA, LLP Los Angeles, CaliforniaMarch 11, 2013 EXHIBIT 31.1CERTIFICATIONSI, Steven A. Kriegsman, Chief Executive Officer of CytRx Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of CytRx Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by thisannual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this annual report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 11, 2013By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chief Executive Officer EXHIBIT 31.2CERTIFICATIONSI, John Y. Caloz, Chief Financial Officer of CytRx Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of CytRx Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by thisannual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this annual report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 11, 2013By:/s/ JOHN Y. CALOZ John Y. Caloz Chief Financial Officer EXHIBIT 32.1Certification of Chief Executive OfficerPursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of CytRx Corporation (the “Company”)hereby certifies that:(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirementsof Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 11, 2013By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chief Executive Officer A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 (Section 906), or other document authenticating,acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906,has been provided to CytRx Corporation and will be retained by CytRx Corporation and furnished to the Securities and Exchange Commission or its staffupon request.The foregoing certification is being furnished to the Securities and Exchange Commission as an Exhibit to the Form 10-K and shall not be considered filed aspart of the Form 10-K.EXHIBIT 32.2Certification of Chief Financial OfficerPursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of CytRx Corporation (the “Company”)hereby certifies that:(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirementsof Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 11, 2013By:/s/ JOHN Y. CALOZ John Y. Caloz Chief Financial Officer A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 (Section 906), or other document authenticating,acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906,has been provided to CytRx Corporation and will be retained by CytRx Corporation and furnished to the Securities and Exchange Commission or its staffupon request.The foregoing certification is being furnished to the Securities and Exchange Commission as an Exhibit to the Form 10-K and shall not be considered filed aspart of the Form 10-K.

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